United
States Securities and Exchange Commission
Washington,
D.C. 20549
Form
10-K
☒ |
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For
the fiscal year ending September 30, 2014 |
☐ |
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For
the transition period from ___________ to ___________. |
Commission
file number: 0-32201
BIO-MATRIX
SCIENTIFIC GROUP, INC.
(Name
of small business issuer in its charter)
Delaware |
|
33-0824714 |
(State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification No.) |
4700
Spring Street, Suite 304, La Mesa, California, 91942
(Address
of Principal executive offices)
(619)
702-1404
(Registrant’s
telephone number)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
|
|
Title
of Each Class
to
be so Registered: |
Name
of each exchange on which registered: |
None |
None |
Securities
registered under Section 12(g) of the Act:
Common
Stock, Par Value $.0001
(Title
of Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☑
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
☐ No ☑
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
of 1934 during the preceding 12 months, (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☑
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by
reference in Part III of this Form 10-K or amendment to Form 10-K. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a small
reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
Large
Accelerated Filer ☐ |
|
Accelerated
Filer ☐ |
Non-accelerated
Filer ☐ |
|
Smaller
reporting company ☑ |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☑
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
☐ No ☑
As
of March 31, 2014, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant,
based upon the closing price of the common stock, under the symbol “BMSN” as quoted on the OTC market of $0.0051.,
was approximately $14,488,353. For purposes of the statement in the preceding statement, all directors, executive officers
and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination
for any other purpose.
Number
of shares outstanding of each of the issuer's classes of common stock as of December 24, 2014:
3,579,910,118
In
this annual report, the terms “Bio-Matrix Scientific Group Inc.”, “Company”, “us”,
“we”, or “our”, unless the context otherwise requires, mean Bio-Matrix Scientific Group, Inc., a
Delaware corporation, and its subsidiaries.
This
annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking
statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or
forecasts of future events. All statements other than statements of current or historical fact contained in this annual report,
including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and
plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,”
“projects,” “ongoing,” “expects,” “management believes,” “we believe,”
“we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject
to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially
different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual
report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The
Company has based these forward-looking statements largely on its current expectations and projections about future events and
financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs.
The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions
due to a number of factors, including:
* |
dependence
on key personnel; |
* |
competitive
factors; |
* |
degree
of success of research and development programs |
* |
the
operation of our business; and |
* |
general
economic conditions |
These
forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained
in this annual report.
PART
I
Item
1. Business
We
were organized October 6, 1998, under the laws of the State of Delaware as Tasco International, Inc.
Through
our majority owned subsidiary, Regen BioPharma ,Inc.(“Regen”) , we intend to engage primarily in the development of
regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase
I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively,
advance the application further to Phase III clinical trials. The primary factor to be considered by us in arriving at a decision
to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy seen
in Phase I trials.
On
May 1, 2013 Dr. Wei Ping Min (“Min”) entered into an agreement (“Agreement”) whereby Min assigned to Regen
all right, title and interest in US Patent # 8,389,708 as well as all Patent applications from the same family corresponding to
numbers PCT/CA2006/000984, CA2612200 and EP1898936.(“Min IP”) US Patent # 8,389,708 was granted to Min with regard
to his invention of a method directed to the silencing of immunosuppressive cancer causing genes using short interfering RNA (siRNA)
leading to an increase in the immune response, a decrease in tumor-induced immunosuppression and a decrease in in vivo tumor progression.
As
consideration for the Min IP, Regen is required to:
(a)
negotiate in good faith with Min with regards to a proposed consulting agreement whereby Min shall perform certain mutually agreed
upon tasks for the benefit of Regen for consideration to Min consisting of One Hundred Thousand United States Dollars ($100,000
) of the common shares of Bio Matrix valued as of the date of issuance and to be paid over a twelve month period in twelve equal
installments (“Consulting Shares”) and registered under the Securities Act of 1933 on Form S-8.
(b)
Cause to be issued to Min 100,000 of Bio Matrix’s preferred shares (“Assignor Preferred Shares”) exchangeable
into common shares of Bio Matrix (“Exchange Common Shares”) under the following terms and conditions:
(i)
A sufficient number of common shares shall be authorized for issuance by Bio Matrix in order that the required number of Exchange
Common Shares may be issued
(ii)
Subject to (i) above, upon any date subsequent to the date of the completion of a satisfactory review by the United States Food
and Drug Administration (“FDA”) of an Investigational New Drug Application (“IND”) for the Min IP submitted
by Regen which shall result in the ability of Regen to lawfully begin clinical testing of the Min IP on human subjects within
the United States Min shall be permitted, at his option, to exchange 33,333 of the Assignor Preferred Shares into that number
of Exchange Common Shares having a value of Three Hundred Thirty Three Thousand United States Dollars ($333,000) such shares being
valued at a price per share equal to the closing price as of the day written notice is given by Min to Regen of Min’s intent
to exchange.
(iii)
Subject to (i) above, upon any date subsequent to the date that manufacturing procedures for the manufacture of the Min IP have
been developed by Regen which comply to the Current Good Manufacturing Practices (“cGMP “) requirements of the Food
Drug and Cosmetics Act of 1938 and the rules and regulations promulgated thereunder as they may apply to the manufacture of the
Min IP Min shall be permitted, at Min’s option, to exchange 33,333 of the Assignor Preferred Shares into that number of
Exchange Common Shares having a value of Three Hundred Thirty Three Thousand United States Dollars ($333,000) such shares being
valued at a price per share equal to the closing price as of the day written notice is given by Min to Regen of Min’s intent
to exchange.
(iv)
Subject to (i) above, upon any date subsequent to the date that, in connection with a lawfully administered Phase I clinical trial
of the Min IP being conducted by Regen within the United States on human subjects, both of (1) a clinical trial protocol has been
completed and (2) a Principal Investigator has been appointed, Min shall be permitted, at Min’s option, to exchange 33,333
of the Assignor Preferred Shares into that number of Exchange Common Shares having a value of Three Hundred Thirty Three Thousand
United States Dollars ($333,000) such shares being valued at a price per share equal to the closing price as of the day written
notice is given by Min to Regen of Min’s intent to exchange. On August 9, 2013 100,000 Assignor Preferred Shares were issued
to Min by BMSN
(c)
Subject to sufficient number of common shares having been authorized for issuance by the Company, Min shall receive, upon successful
completion of a lawfully administered Phase I clinical trial of the Min IP being conducted by Regen within the United States on
human subjects, the results of which (1) shall indicate that the Min IP can be safely tolerated by human subjects (2) shall not
indicate that use of the Min IP in human subjects result in side effects of such severity that commencement of a Phase II clinical
trial could not occur, and (3) establishes the optimal dosage and/or method of administration( as applicable )of the Min IP ,
Min shall receive that number of the common shares of BMSN which, at a price per share equal to the closing price of the shares
as of the day of issuance, shall equal One Million United States Dollars ($1,000,000).
Pursuant
to the Agreement, Min shall be entitled to additional consideration for productivity and deliverables over and above listed items
(“”Bonus””). The eligibility of Min to receive a Bonus as well as the nature and amount of any Bonus shall
be at the sole discretion and determination of the Chief Executive Officer of the Company.
On
August 9, 2013 we issued to Min 100,000 of our Preferred Shares pursuant to the Agreement.
On
August 5, 2013 Regen was granted by Benitec Australia Limited (“Benitec”) an exclusive worldwide right and license
to certain patents, patent applications, know-how and other intellectual property relating to RNA interference, a biological mechanism
by which double-stranded RNA modifies gene expression (“RNAi”) possessed by Benitec.
Pursuant
to the agreement between the parties for the grant of the license (“Agreement”) , Regen is obligated to make the following
payments to Benitec as consideration for the grant of the license:
(1)
a one-time, non-refundable, upfront payment of twenty five thousand US dollars ($25,000) as a license initiation fee on the execution
date of the Agreement. On August 30, 2013 the Company issued 8,512,088 of its common shares to Benitec in satisfaction of this
obligation on behalf of the Company.
(2)
a one-time non-refundable payment of twenty five thousand US dollars ($25,000) on the first anniversary of the execution date
of the Agreement.
(3)
The following milestone payments per each Licensed Product that meets such milestone:
Milestone |
Amount
|
Start
Phase I/II clinical trial – dosing first patient |
$100,000
US Dollars
|
Start
Phase III clinical trial |
$500,000
US Dollars
|
Regulatory
Approval for a Licensed Product by first regulatory agency |
$1,000,000
US Dollars
|
Regulatory
Approval for a Licensed Product by second regulatory agency |
$2,000,000.00
US Dollars
|
As
defined by the Agreement, “Licensed Product” shall mean any product sold by or on behalf of Regen, its Affiliates
or its sublicensees pursuant to the license granted by the Agreement.
As
further consideration to Benitec, Regen is required to pay:
(i)
Royalties equal to the greater of (a) a minimum annual payment of $25,000 per year or (b) four percent (4%) of the Net Sales as
defined in the Agreement of any Licensed Products sold pursuant to the license sold within a given year.
(ii)
fifty percent (50%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration)
received by Regen from sublicensees, excluding royalties from sublicensees based on Net Sales of any Licensed Products for which
Benitec receives payment.
The
term of this Agreement commenced on the date of execution (“Effective Date “) continues in full force and effect on
a Licensed Product-by-Licensed Product and country-by-country basis until the expiration or termination of the Benitec’s
Patent Rights covering such Licensed Product. On August 12, 2014 the Company issued 8,896,797 of its common shares to Benitec
pursuant to this Agreement.
On
November 20, 2014 Dr. Christine Ichim assigned to Regen Biopharma, Inc. (“Regen”) all right, title, and interest in
and to the invention described in US Patent Application Serial No. 13/652,395 relating to methods and compositions for modulating
NR2F6 for therapeutic applications. In particular, methods and compositions comprising modulators of NR2F6 for modulating stem
cell growth, proliferation and differentiation and for treating associated conditions and diseases. As Consideration by Regen
to Dr. Ichim for the rights Regen is required to issue to Dr. Ichim 100,000 of Regen’s common shares.
On
November 20, 2014 Regen and Dr. Christine Ichim entered into a consulting agreement (“Consulting Agreement”). Pursuant
to the Consulting Agreement, Dr. Ichim shall invent for Regen the following:
a)
Cord Blood Small Molecule (“CBSM invention”)
b)
Cancer Small Molecule Ligand Binding (“CSMLB Invention”)
c)
Cancer Small Molecule Alpha helix Inhibitor (“CSMAI Invention”)
d)
Cancer Small Molecule using 170 Compound List (“CSM170 Invention”)
and
shall assign to Regen 100% of her right, title, and interest in the above named inventions and any and patent applications filed
for the above named inventions (as well as such rights in any divisions, continuations in whole or part or substitute applications).
Consideration
to be paid by the company to Dr. Ichim pursuant to the Consulting Agreement shall consist of the following:
i)
As consideration for the invention, patent prosecution and assignment of all right, title and interest to CBSM invention Dr. Ichim
shall be issued One Hundred Thousand Common Shares of Regen and Three Thousand Dollars, such shares to be issued and dollars to
be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CBSM
Invention
ii)
As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMLB invention Dr.
Ichim shall be issued One Hundred Thousand Common Shares of Regen and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the
CSMLB Invention
iii)
As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMAI invention Dr.
Ichim shall be issued One Hundred Thousand Common Shares of Regen and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the
CSMAI Invention
iv)
As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSM170 invention Dr.
Ichim shall be issued One Hundred Thousand Common Shares of Regen and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the
CSM170 Invention
v)
Dr. Ichim shall be entitled to royalties during the term of any patent granted for the CBSM invention, CSMLB invention ,CSMAI
invention and CSM170 invention of 5% of Net Sales made by Reegn of the CBSM invention, CSMLB invention ,CSMAI invention and CSM170
invention. Net Sales" means the monetary consideration actually received by Company for the transfer of the invention less
any of the following items
(a)
outbound shipping, storage, packing and insurance expenses;
(b)
distributor discounts;
(c)
allowance for doubtful accounts or uncollectible accounts receivable;
(d)
amounts repaid or credited as a result of rejections, defects, or returns
(e)
sales and other excise taxes (excluding VAT), tariffs, export license fees and duties paid to a governmental entity
(f)
sales commissions.
On
December 16, 2014 Dr. Christine Ichim assigned to Regen all right, title, and interest in and to the invention described in US
Patent Application Serial No. 14/571,262 “ METHODS AND COMPOSITIONS FOR THE TREATMENT OF CANCER BY INHIBITION OF NR2F6”
On
December 17, 2014 Dr. Christine Ichim assigned to Regen. all right, title, and interest in and to the invention described in US
Patent Application Serial No. 14/572,574 “TREATMENT OF MYELODYSPLASTIC SYNDROME BY INHIBITION OF NR2F6”
The
Company has begun development of HemaXellerate I, a cellular therapy designed to heal damaged bone marrow. HemaXellarate I utilizes
a collection of cells harvested from the patient’s own adipose (fat) tissue to repair damaged bone marrow and stimulate
production of blood cells . The initial application of HemaXellerate I will be the treatment of severe aplastic anemia, a rare
and serious condition in which the bone marrow fails to make enough blood cells: red blood cells, white blood cells, and platelets.
In
this application, adipose (fat) tissue is collected from the patient and processed in order to separate , extract and isolate
Stromal Vascular Fraction (SVF). SVF preparations contain significant numbers of cellular populations with therapeutic activity
that would be relevant to aplastic anemia; namely:
a)
mesenchymal stem cells (MSC), which suppress pathological immune responses and accelerate hematopoiesis (the formation and development
of blood cells);
b)
endothelial cells, which assist in repairing damaged bone marrow and stimulate hematopoiesis; and
c)
T regulatory cells, which possess anti-inflammatory properties.
The
Company believes that the isolated SVF will generate growth factors with the ability to repair damaged hematopoietic stem cells.
Hematopoietic stem cells are immature cells that can develop into all types of blood cells, including white blood cells, red blood
cells, and platelets. Hematopoietic stem cells are found in the peripheral blood and the bone marrow.
In
practice, the physician is shipped a kit, which is used to collect adipose tissue. The tissue is sent to a processing facility,
and a standardized cellular product is delivered in a ready-to-use manner for administration into the patient intravenously.
On
February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration
to initiate a clinical trial. In this study we will seek to determine the safety and potential efficacy of intravenously administered
autologous (derived or transferred from the same individual's body)SVF cells in 10 patients with severe aplastic anemia that is
resistant to immune suppressive therapy. The Company believes that this application of HemaXellerate qualifies for Orphan designation
under the Orphan Drug Act due to the fact that aplastic anemia is a rare disease with prevalence in the United States of less
than 200,000 and intends to apply to the FDA for Orphan designation for HemaXellerate I.
Also
in early stage development by the Company are HemaXellerate II and dCellVax.
Unlike
HemaXellarate which utilizes the patient’s own fat tissue to harvest the cells needed to repair damaged bone marrow and
stimulate production of blood cells HemaXellarate II utilizes third party placental tissue to harvest these cells.
dCellVax
is intended to be a therapy whereby dendritic cells of the cancer patient are harvested from the body, treated with plasmid DNA
(small DNA molecule that is physically separate from, and can replicate independently of, chromosomal DNA) within a cell that
has the ability to block the dendritic cell from expressing indoleamine 2,3-dioxygenase (“IDO”) and subsequently reimplanted
in the cancer patient. A plasmid is a small DNA molecule that is physically separate from, and can replicate independently of,
chromosomal DNA within a cell.
Dendritic
cells assist a part of the immune system known as the adaptive immune system by identify cancer cells as foreign and presenting
this information to other immune cells called T lymphocytes (‘T cells”) enabling the T-cells learn to recognize the
tumor as a foreign invader and respond more strongly to destroy it. IDO is an enzyme that is believed to suppress the body’s
immune response to the cancer cells by suppressing T Cells as well as halting the dendritic cell from activating T cells. The
dendritic cells that are treated with the IDO-blocking plasmid become resistant to the influence of cancer cells which cause the
dendritic cell to express IDO. T cells are a type of lymphocyte (itself a type of white blood cell) that play a vital role in
the body’s immune response. Regen has filed an Investigational New Drug (IND) application with the United States Food and
Drug Administration to initiate a Phase I/II clinical trial assessing safety with signals of efficacy of the dCellVax gene silenced
dendritic cell immunotherapy for treating breast cancer. The proposed trial will recruit 10 patients with metastatic breast cancer
and will involve 4 monthly injections of the dCellVax gene-silenced dendritic cell therapy. The trial is anticipated to last one
year, with tumor assessment before therapy and at 6 and 12 months.
The
therapeutic concept behind the HemaXellerate products derives from intellectual property licensed to the Company by Oregon Health
& Science University (US patent No. 6,821,513 “Method for enhancing hematopoiesis” issued Nov. 23, 2004) pursuant
to an agreement entered into by the parties on June 5, 2013. This agreement was terminated by mutual consent on August 8, 2013
due to the fact that US patent No. 6,821,513 had expired due to nonpayment of the required maintenance fees by Oregon Health &
Science University. The Company has been informed by its counsel and believes that the expiration of US patent No. 6,821,513 signifies
that no party can be sued for future infringement based on the patent. Thus the Company is free to practice the claimed methods
recited in the expired patent in the future without being liable for patent infringement based on the patent.
The
therapeutic concept behind Regen's dCellVax therapy derives primarily from US Patent # 8,389,708, acquired from Dr. Wei Pin Ming
as collaboration between Dr. Min and the Regen's Chief Scientific Officer Dr. Thomas Ichim, and patented intellectual property
licensed to the Company by Benitec.
Principal
Products and Services
HemaXellarate
I
The
Company has begun development of HemaXellerate I, a cellular therapy designed to heal damaged bone marrow. HemaXellerate I is
a patient-specific composition of cells that have been demonstrated to repair damaged bone marrow and stimulate production of
blood cells based on previous animal studies. The initial application of HemaXellerate I will be the treatment of severe aplastic
anemia which is characterized by immune-mediated bone marrow hypoplasia (underdevelopment or incomplete development of a tissue)
and pancytopenia (reduction in the number of blood cells and platelets).
Adipose
tissue is collected from the patient and processed in order to separate, extract and isolate Stromal Vascular Fraction (SVF),
a mix of various cell types including mesenchymal stem cells and endothelial cells. Mesenchymal stem cells are connective tissue
cells that can differentiate into a variety of cell types and endothelial cells are the cells that line the interior surface of
blood vessels and lymphatic vessels and which play a vital role in angiogenesis ( the physiological process through which new
blood vessels form from pre-existing vessels).
The
isolated SVF is then intravenously administered to the patient. The Company believes that the isolated SVF will generate growth
factors with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem cells are immature cells that can develop
into all types of blood cells, including white blood cells, red blood cells, and platelets. Hematopoietic stem cells are found
in the peripheral blood and the bone marrow.
On
February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration
(“FDA”) to initiate a Phase I clinical trial assessing HemaXellerate II in patients with drug-refractory aplastic
anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous
SVF cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility
and secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse.
Under
the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a previously unapproved drug or biologic intended
to treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually
in the United States. Generally, if a product with an orphan drug designation subsequently receives the first marketing approval
for the indication for which it has such designation, the product is entitled to a seven year period of marketing exclusivity,
which precludes the FDA from approving another marketing application for the same drug for that time period. The sponsor of the
product would also be entitled to a United States federal tax credit equal to 50% of clinical investigation expenses as well as
exemptions from certain fees.
The
Company believes that this application of HemaXellerate qualifies for Orphan designation under the Orphan Drug Act due to the
fact that aplastic anemia is a rare disease with prevalence in the United States of less than 200,000 and intends to apply to
the FDA for Orphan designation for HemaXellerate.
HemaXellerate
II
Also
in early stage development by the Company is a version of HemaXellerate called HemaXellerate II.
HemaXellerate
II is intended to be a universal donor endothelial cell based therapeutic and is intended to be manufactured by obtaining cells
from a part of the placenta called the “vascular lobules”. The cells are processed and utilized for the purpose of
stimulating bone marrow hematopoetic stem cell repair and proliferation. The mechanism of action for HemaXellerate II is similar
to HemaXellerate I whereby the harvested and processed cells would produce growth factors which would mediate the therapeutic
effects of the product. The Company has not begun preclinical development of HemaXellerate II as of December 24, 2014.
dCellVax
dCellVax
is intended to be a therapy whereby dendritic cells of the cancer patient are harvested from the body , treated with plasmid DNA
that has the ability to block the dendritic cell from expressing indoleamine 2,3-dioxygenase (“IDO”) and subsequently
reimplanted in the cancer patient.
The
dendritic cells that are treated with the IDO-blocking plasmid become resistant to the influence of tumor cells which produce
factors which cause the dendritic cell to express the IDO. Expression of IDO on the dendritic cell halts the dendritic cell from
activating T cells and causes the dendritic cell to suppress T cells. T lymphocytes (‘T cells”) are a lymphocyte that
play a central role in the human immune system’s attempt to eradicate tumors. The Company has filed an Investigational New
Drug (IND) application with the United States Food and Drug Administration (“FDA”) to initiate a Phase I/II clinical
trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy for treating breast
cancer. The proposed trial will recruit 10 patients with metastatic breast cancer and will involve 4 monthly injections of the
dCellVax gene-silenced dendritic cell therapy. The trial is anticipated to l last one year, with tumor assessment before therapy
and at 6 and 12 months.
The
concepts utilized in formulating dCellVax are derived
(a)
from patented intellectual property acquitted by the Company from Dr. Wei Ping Min which is method directed to the silencing of
immunosuppressive cancer causing genes using short interfering RNA (siRNA) and which has been granted patent protection under
US Patent # 8,389,708.
(b)
from patented intellectual property licensed to the Company by Benitec.
Regen
will be required to obtain approval from the FDA in order to market any of Regen’s products or therapies. No approval has
been granted by the FDA for the marketing and sale of any of the Company’s products and therapies and no assurance may be
given that any of the Company’s products or therapies will be granted such approval. The Company’s current plans include
the development of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical
trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application
further to Phase III clinical trials. We can provide no assurance that the Company will be able to sell or license any product
or that, if such product is sold or licensed, such sale or license will be on terms favorable to the Company.
Distribution
methods of the products or services:
It
is anticipated that Regen will enter into licensing and/or sublicensing agreements with outside entities in order that Regen may
obtain royalty income on the products and services which it may develop and commercialize.
Competitive
business conditions and competitive position in the industry and methods of competition
We
are recently formed and have yet to achieve revenues or profits. The pharmaceutical and biologics industries in which we intend
to compete are highly competitive and characterized by rapid technological advancement. Many of our competitors have greater resources
than we do. We face intense and ever-changing competition from many other established local, regional and national companies.
Many of these companies are competitors who possess significantly greater financial, managerial, and marketing resources. Given
our small size, changing technology, and our limited resources, the intensity of competition will likely continue for the foreseeable
future. This may limit our ability to introduce and market our services, limit our ability to price our planned services, and,
ultimately, our ability to generate and sustain sufficient sales revenues that would allow us to achieve profitability and positive
cash flow. These competitors have, in many cases, completed or implemented strategies that may provide them with a greater ability
and a more diversified business strategy that will allow them to better respond to product and market changes and other variables
in this new industry. Competitive conditions and the industry structure are likely to further change as comparative technologies,
cost factors, and regulatory issues develop. These and other risks and uncertainties are likely to have a continuing direct impact
on the Company in implementing its business plan.
We
intend to be competitive by utilizing the services and advice of individuals that we believe have expertise in their field in
order that we can concentrate our resources on projects in which products and services in which we have the greatest potential
to secure a competitive advantage may be developed and commercialized .
To
that effect, Regen has established a Scientific Advisory Board of (the Advisory Board) comprised of individuals who we believe
have a high level of expertise in their professional fields and who have agreed to provide counsel and assistance to us in (a)
determining the viability of proposed projects (b) obtaining financing for projects and (c) obtaining the resources required to
initiate and complete a project in the most cost effective and rapid manner.
Members
of the Advisory Board include as follows:
Dr.
Weiping Min, M.D., PhD
Dr.
Min is currently a Professor, Department of Surgery at the University of Western Ontario. Dr. Min obtained his MD from Jiangxi
Medical University, China, in 1983 and his Ph.D.in Immunology from Kyushu University, Japan. Dr. Min has completed postdoctoral
training at the Department of Medical Microbiology and Immunology, University of Alberta and the Department of Immunology, University
of Toronto.
Dr.
Min has served on the Advisory Board since May 20, 2012. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, Bio Matrix Scientific Group, Inc. (“BMSN”) has agreed to issue to Dr. Min 200,000 of the
common shares of BMSN.
David
James Graham White, M.D., Ph.D.
Dr.
White currently serves as Novartis/Stiller Professor of Xenotransplantation at the University of Western Ontario ( to which he
was appointed in 2000) and is a member of British Transplantation Society, the British Society of Immunologists, the Transplantation
Society, the European Society of Organ Transplantation, the Royal College of Pathologists and the Athenaeum. Dr. White obtained
a B.Sc. degree from the University of Surrey and M.D. and Ph.D. degrees from Cambridge University.
Dr.
White has served on the Advisory Board since May 20, 2012. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, BMSN has agreed to issue to Dr. White 200,000 of the common shares of BMSN.
David
A. Suhy, PhD
Dr.
Suhy currently serves as Vice President of Research and Development at Tacere Therapeutics, a position he has held since October
2012. From April 2008 to October 2012 Dr. Suhy served as Director of Research and Development at Tacere Therapeutics. Dr. Suhy
was one of the inventors of Tacere Therapeutics’ TT-033 and has directed development of the TT-03x series of compounds which
target the Hepatitis C virus (HCV) through to Investigational New Drug enabling studies.
Dr.
Suhy obtained a Bachelor’s Degree in biochemistry from the University of Pittsburgh in 1990 and a PhD in Biochemistry, Molecular
Biology and Cell Biology from Northwestern University in 1996. Dr. Suhy conducted his post-doctoral work at Stanford University
(Post Doctoral Fellow, Microbiology & Immunology) between 1996 and 1999.
Dr.
Suhy has served on the Advisory Board since September 11, 2013. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, BMSN has agreed to issue to Dr. White 500,000 of the common shares of BMSN.
Dr.
Amit Patel, MD MS
Dr.
Patel has served on the Advisory Board of Regen since October , 2014. Dr. Patel currently serves as an associate professor in
the Division of Cardiothoracic Surgery at the University of Utah School of Medicine and Director of Clinical Regenerative Medicine
and Tissue Engineering at the University of Utah and been involved in over 17 FDA trials in the area of cellular therapy. As consideration
for agreeing to serve as a member of the Scientific Advisory Board of Regen, Regen has issued to Dr. Patel 136,000 common shares
of Regen.
Sources
and availability of raw materials and the names of principal suppliers
The
supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained
through a wide variety of sources.
Sources
and availability of raw materials and the names of principal suppliers;
The
supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained
through a wide variety of sources.
Patents,
trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration
Other
than
(i)
exclusive worldwide right and license to certain patents, patent applications, know-how and other intellectual property relating
to RNA interference granted under the Company’s license agreement with Benitec Australia Limited (“Benitec Agreement”)
, and
(ii)
assignment of all right, title, and interest in and to the invention described in US Patent Application Serial No. 13/652,395
relating to methods and compositions for modulating NR2F6 for therapeutic applications granted to Regen by Dr. Christine Ichim
(iii)
assignment of all right, title, and interest in and to the invention described in US Patent Application Serial No. 4/571,262
“METHODS AND COMPOSITIONS FOR THE TREATMENT OF CANCER BY INHIBITION OF NR2F6” granted to Regen by Dr. Christine
Ichim.
(iv)
assignment of all right, title, and interest in and to the invention described in US Patent Application Serial No. 4/572,574
“TREATMENT OF MYELODYSPLASTIC SYNDROME BY INHIBITION OF NR2F6”” granted to Regen by Dr. Christine Ichim.
The
Company has not been granted any license to develop and commercialize any third party intellectual property.
Other
than all right, title and interest in US Patent # 8,389,708 granted pursuant to that agreement entered into between Regen and
Dr. Wei Ping Min the Company has been granted no patents.
The
following is a list of patents to which a license has been granted to the Company pursuant to the Benitec Agreement:
Title |
Inventors |
Country |
Number |
GENETIC
CONSTRUCTS FOR DELAYING OR REPRESSING THE EXPRESSION OF A TARGET GENE (‘099”) |
Graham,
Rice, Waterhouse |
US |
6,573,099 |
SYNTHETIC
GENES AND GENETIC CONSTRUCTS COMPRISING THE SAME
(Graham
Family) |
Waterhouse,
Graham, Wang,
Rice |
US |
8,067,383
(was 10/346,853) |
|
|
US |
11/218,999 |
|
|
US |
7754697 |
|
|
US |
8048670
(was 10/759,841) |
|
|
US |
8053419
(was 10/821,726) |
|
|
US |
90/007,247 |
CONTROL
OF GENE EXPRESSION WO99/49029
|
Graham,
Rice, Waterhouse, Wang |
AU |
743316 |
|
|
AU |
2005211538 |
|
|
AU |
2005209648 |
|
|
AU |
2008249157 |
|
|
BR |
PI9908967.0 |
|
|
BR |
PI9917642.4 |
|
|
CA |
2323726 |
|
|
CN |
200510083325.1 |
|
|
CN |
200910206175 |
|
|
CZ |
295108 |
|
|
EP |
1555317
(formerly patent application no. 04015041.9) |
|
|
EP |
1624060
(formerly patent application no.05013010.3 |
|
|
EP |
07008204.5 |
|
|
EP |
10183258.2 |
|
|
UK |
GB
2353282 |
|
|
HK |
1035742 |
|
|
HG |
PO5000631 |
|
|
HG |
PO101225 |
|
|
IN |
3901/DELNP/2005 |
|
|
IN |
2000/00169/DE |
|
|
JP |
2000-537990 |
|
|
JP |
2005-223953 |
|
|
JP |
2007-302237 |
|
|
JP |
2009-161847 |
|
|
KR |
10-2010-7006892
Divisional of 7010419/00 |
|
|
MX |
PA/a/2000/008631 |
|
|
MX |
PA/a/2005/006838 |
|
|
NZ |
506648 |
|
|
NZ |
547283 |
|
|
PL |
P-377017 |
|
|
SG |
75542 |
|
|
SG |
200205122.5 |
|
|
SG |
141233 |
|
|
SL |
287538 |
|
|
ZA |
2000/4507 |
|
|
SG |
141233 |
METHODS
AND MEANS FOR OBTAINING MODIFIED PHENOTYPES |
Waterhouse,
Wang, Graham |
AU |
29514/99
(760041) |
|
|
AU |
2007201023 |
|
|
CA |
2325344 |
|
|
CN |
ZL99805925.0
(CN1202246-C) |
|
|
EP |
99910592.7
(EP1068311) |
|
|
JP |
2000-543598 |
|
|
NZ |
507093 |
|
|
US |
09/287632 |
|
|
US |
11/364183 |
|
|
US |
11/841737
US20080104732 |
GENETIC
SILENCING |
Graham,
Rice, Murphy, Reed |
JP |
2001-569332 |
|
|
BR |
PI0109269-3 |
|
|
UK |
GB2377221 |
|
|
SG |
91687 |
|
|
ZA |
2002/07428 |
DOUBLE-STRANDED
NUCLEIC ACID (LONG HAIR PIN) |
Graham,
Rice, Roelvink, Suhy, Kolkykhalov, Harrison, Reed |
AU |
2004243347 |
|
|
NZ |
543815 |
|
|
EP |
04735856.9 |
|
|
CA |
2527907 |
|
|
JP |
2006-508084 |
|
|
ZA |
2005/09813 |
|
|
SG |
200507474-5 |
|
|
IL |
172191 |
|
|
US |
12/914893
Continuation of 10/861191 |
RNAi
EXPRESSION CONSTRUCTS (single promoter) |
Roelvink,
Suhy, Kolykhalov, Couto |
US |
7,803,611 |
|
|
US |
11/883645 |
|
|
CN |
200680010811.3 |
|
|
HK |
08112495.7 |
|
|
EP |
09015950.0 |
|
|
CA |
2596711 |
|
|
AU |
2006210443 |
|
|
IL |
185315 |
|
|
NZ |
560936 |
Other
than obligations to make royalty payments pursuant to the Benitec Agreement, the Company is party to no royalty agreements. We
have been granted a trademark for the term HEMAXELLERATE for biological tissue, namely, blood, stem cells, umbilical cords and
placentas for scientific and medical research use. We have been granted a trademark for the term dCellVax for pharmaceutical products
for the prevention and treatment of cancer.
Need
for any government approval of principal products or services, effect of existing or probable governmental regulations on the
business
The
US Food and Drug Administration (“FDA”) and foreign regulatory authorities will regulate our proposed products as
drugs or biologics, , depending upon such factors as the use to which the product will be put, the chemical composition, and the
interaction of the product on the human body. In the United States, products that are intended to be introduced into the body
will generally be regulated as drugs, while tissues and cells intended for transplant into the human body will be generally be
regulated as biologics.
Our
domestic human drug and biological products will be subject to rigorous FDA review and approval procedures. After testing in animals,
an Investigational New Drug Application (“IND”) must be filed with the FDA to obtain authorization for human testing.
Extensive clinical testing, which is generally done in three phases, must then be undertaken at a hospital or medical center to
demonstrate optimal use, safety, and efficacy of each product in humans.
Phase
I
Phase
1 trials are designed to assess the safety (pharmacovigilance), tolerability, pharmacokinetics, and pharmacodynamics of a drug.
These trials are often conducted in an inpatient clinic, where the subject can be observed by full-time staff. The subject who
receives the drug is usually observed until several half-lives of the drug have passed. Phase I trials normally include dose-ranging,
also called dose escalation, studies so that the appropriate dose for therapeutic use can be found. The tested range of doses
usually are a fraction of the dose that causes harm in animal testing and involve a small group of healthy volunteers. However,
there are some circumstances when real patients are used, such as patients who have end-stage disease and lack other treatment
options.
Phase
II
Phase
II trials are designed to assess how well the drug or biologic works, as well as to continue Phase I safety assessments in a larger
group of volunteers and patients. Phase II trials are performed on larger groups.
Phase
III
Phase
III trials are aimed at being the definitive assessment of how effective the product is in comparison with current best standard
treatment and to provide an adequate basis for physician labeling. Phase III trials may also be conducted for the purposes of
(i) "label expansion" (to show the product works for additional types of patients/diseases beyond the original use for
which the drug was approved for marketing or (ii) to obtain additional safety data, or to support marketing claims for the product.
On
occasion Phase IV (Post Approval) trials may be required by the FDA. Phase IV trials involve the safety surveillance (pharmacovigilance)
and ongoing technical support of a drug after it receives permission to be sold. The safety surveillance is designed to detect
any rare or long-term adverse effects over a much larger patient population and longer time period than was possible during the
Phase I-III clinical trials.
All
phases, must be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in
humans. Each clinical study is conducted under the auspices of an independent Institutional Review Board (“IRB”).
The IRB will consider, among other things, ethical factors, the safety of human subjects, and the possible liability of the institution.
The time and expense required to perform this clinical testing can far exceed the time and expense of the research and development
initially required to create the product. No action can be taken to market any therapeutic product in the United States until
an appropriate New Drug Application (“NDA”) or Biologic License Application (“BLA”) or has been approved
by the FDA. FDA regulations also restrict the export of therapeutic products for clinical use prior to NDA or BLA approval.
Even
after initial FDA approval has been obtained, further studies may be required to provide additional data on safety or to gain
approval for the use of a product as a treatment for clinical indications other than those initially targeted. In addition, use
of these products during testing and after marketing could reveal side effects that could delay, impede, or prevent FDA marketing
approval, resulting in FDA-ordered product recall, or in FDA-imposed limitations on permissible uses.
The
FDA regulates the manufacturing process of pharmaceutical products, and human tissue and cell products, requiring that they be
produced in compliance with Current Good Manufacturing Practices (“cGMP”) . The FDA also regulates the content of
advertisements used to market pharmaceutical products. Generally, claims made in advertisements concerning the safety and efficacy
of a product, or any advantages of a product over another product, must be supported by clinical data filed as part of an NDA
or an amendment to an NDA, and statements regarding the use of a product must be consistent with the FDA approved labeling and
dosage information for that product.
Sales
of drugs and biologics outside the United States are subject to foreign regulatory requirements that vary widely from country
to country. Even if FDA approval has been obtained, approval of a product by comparable regulatory authorities of foreign countries
must be obtained prior to the commencement of marketing the product in those countries. The time required to obtain such approval
may be longer or shorter than that required for FDA approval.
Regen
has filed an Investigational New Drug (IND) application with the FDA to initiate clinical trials assessing the company’s
HemaXellerate I drug currently in development in patients with drug-refractory aplastic anemia. Regen has also filed an IND to
initiate a Phase I/II clinical trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy
for treating breast cancer. The clinical trials for which the INDs were submitted may not commence until approval to commence
such trials has been granted to Regen by the FDA.
Amount
spent during the last fiscal year on research and development activities
During
the fiscal year ended September 30, 2014 we expended $23,867 on research and development activities.
Costs
and effects of compliance with environmental laws (federal, state and local)
We
have not incurred any unusual or significant costs to remain in compliance with any environmental laws and does not expect to
incur any unusual or significant costs to remain in compliance with any environmental laws in the foreseeable future.
Number
of total employees and number of full-time employees
As
of December 24, 2014, we have 3 employees of which 3 are full time.
Item
2. Properties .
On
October 1, 2014 Regen entered into an agreement to sublease approximately 2,320 square feet of office space from
Entest Biomedical, Inc. Entest Biomedical Inc. is under common control with the Company as the Chairman and CEO of the Company
also serves as the Chairman and CEO of Entest Biomedical, Inc. the sublease is on a month to month basis and rent payable to Entest
Biomedical Inc. by Regen is equal to the rent payable to the lessor by Entest Biomedical Inc and is to be paid in at such time
specified in accordance with the original lease agreement between Entest Biomedical Inc. and the lessor.
$3,241
per month for the period beginning October 1, 2014 and ending November 30, 2014
$3,371
per month for the period beginning December 1, 2014 and ending November 30, 2015
$3,506
per month for the period beginning December 1, 2015 and ending November 30, 2016
All
charges for utilities connected with premises which are to be paid by Entest Biomedical Inc. under the master lease shall be paid
by Regen for the term of this sublease.
This
property is utilized as office space. The property is utilized as office space. We believe that the foregoing properties are adequate
to meet our current needs for office space.
Item
3. Legal Proceedings.
On
April 12, 2013 a complaint (Complaint) was filed in the U.S. District Court Southern District of the State of new York against
the Company, the Company’s Chairman and Does 1-50 by Star city Capital, LLC (“Plaintiff”) alleging securities
fraud, common law fraud, negligent misrepresentation, breach of fiduciary duties and breach of contract in connection with the
issuance of . The Plaintiff is also request declaratory relief from the Court.
The
action arises from the issuance and subsequent cancellation of 103,030,303 of the company’s common shares in satisfaction
of $17,000 of convertible indebtedness of the Company held by the Plaintiff . The Plaintiff alleges that a cancellation notice
sent by them to the Company’s transfer agent was meant to instruct the Transfer Agent simply to cancel the physical certificate
in order that an equivalent number of shares may be transferred via DWAC to the Plaintiff’s stockbroker for the benefit
of the Plaintiff. DWAC is the acronym for Deposit/Withdrawal At Custodian. The DWAC transaction system run by The Depository Trust
Company (a.k.a. DTC or CEDE & CO) permits brokers and custodial banks, the DTC participants, to request the movement of shares
to or from the issuer’s transfer agent electronically. A DWAC results in the crediting or debiting of shares to or from
DTC’s book-entry account on the records of the issuer maintained by the transfer agent.
The
Company believes that the cancellation notice sent by the Plaintiff clearly represents a cancellation of the conversion notice
itself.
The
convertible indebtedness held by the Plaintiff is convertible at Holder’s demand into the common shares of the Company’s
stock at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s
common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid
Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited
into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares
( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such
that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares
to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company and the Plaintiff had agreed on a limitation
on conversion equal to 9.99% of the Company’s outstanding common stock. There can be no assurance that a subsequent conversion
notice for the same amount of indebtedness issued by the Plaintiff would convert into 103,030,303 of the company’s common
shares.
Although
the Company believes this legal action has no merit, it is not possible to predict the ultimate outcome of this legal action.
Item
4. Submission of Matters to a Vote of Security Holders.
No
matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through
the solicitation of proxies or otherwise.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The
Company’s common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny
stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt
from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity
in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of the Company
is subject to the penny stock rules, it may be more difficult to sell common stock of the Company.
Our
common stock is currently traded on the OTC Market under the symbol "BMSN". Prior to January 2011 the primary
market for the Company’s common shares was the OTCBB. Prior to September 5, 2006 our Common Stock traded under the symbol
"THII". Below is the range of high and low bid information for our common equity for each quarter within the last two
fiscal years as reported by Commodity Systems Inc. These quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual
transactions.
October
1, 2012 to September 30, 2013 |
High |
Low |
First
Quarter |
.0024 |
.0003 |
Second
Quarter |
.0144 |
.0011 |
Third
Quarter |
.0018 |
.0055 |
Fourth
Quarter |
.0038 |
.0028 |
October
1, 2013 to September 30, 2014 |
High |
Low |
First
Quarter |
.0029 |
.0011 |
Second
Quarter |
.0091 |
.0014 |
Third
Quarter |
.0080 |
.0022 |
Fourth
Quarter |
.0037 |
.0014 |
Holders
As
of December 24, 2014 there were approximately 459 holders of our Common Stock.
Dividends
No
cash dividends were paid during the fiscal year ending September 30, 2014. We do not expect to declare cash dividends in the immediate
future.
Recent
Sales of Unregistered Securities
On
October 14, 2013 the Company Issued 120,000,000 Common Shares (“Shares”) in satisfaction of $ 44,500 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares were offered directly through
the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection
with the sale of the Shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of
Shares.
On
November 4, 2013 the Company issued 200,000 shares of the Company’s Common Stock (“Shares”) to a member of Regen’s
Scientific Advisory Board in consideration for services rendered.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares were offered directly
through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid
in connection with the sale of the Preferred Shares. There was no advertisement or general solicitation made in connection with
this Offer and Sale of Shares.
On
November 13, 2013 the Company Issued 120,000,000 Common Shares (“Shares”) in satisfaction of $ 8,430 of principal
indebtedness and $3,570 of interest accrued but unpaid.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares were offered directly
through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid
in connection with the sale of the Preferred Shares. There was no advertisement or general solicitation made in connection with
this Offer and Sale of Shares.
On
December 5, 2013 the Company issued 150,000,000 Common Shares (“Shares”) in satisfaction of $15,000 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares were offered directly
through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid
in connection with the sale of the Preferred Shares. There was no advertisement or general solicitation made in connection with
this Offer and Sale of Shares.
On
December 12, 2013 the Company issued 30,000,000 of its Common Shares (“Shares”) to a vendor in settlement of a dispute
over fees owed between the vendor and Regen.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares were offered directly through
the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection
with the sale of the Shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of
Shares.
On
January 23, 2014 the Company Issued 140,000,000 Common Shares (“Shares’) in satisfaction of $ 14,070 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
On
January 28, 2014 the Company Issued 500,000 Common Shares (“Shares”) in satisfaction of $ 1,000 of convertible indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
On
July 1, 2014 the Company Issued 45,000,000 Common Shares (“Shares”) for consideration of $100,000.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares. The funds received were utilized for general corporate purposes.
On
August 12, 2014 the Company Issued 8,896,797 Common Shares (“Shares”) for consulting services rendered.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares. The funds received were utilized for general corporate purposes.
On
August 18, 2014 the Company Issued 37,500,000 Common Shares (“Shares”) in satisfaction of $ 37,500 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
On
August 26, 2014 the Company Issued 37,500,000 Common Shares (“Shares”) in satisfaction of $ 37,500 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
On
October 1, 2014 the Company Issued 100,000,000 Common Shares (“Shares”) in satisfaction of $ 37,500 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
On
October 9, 2014 the Company Issued 100,000,000 Common Shares (“Shares”) in satisfaction of $35,000 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
On
October 31, 2014 the Company Issued 200,000,000 Common Shares (“Shares”) in satisfaction of $20,000 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
On
December 9, 2014 the Company Issued 100,000,000 Common Shares (“Shares”) in satisfaction of $10,000 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
Securities
Issuances by Regen Biopharma, Inc.
On
October 16, 2013 Regen issued 100,000 common shares (“Shares”) to ASC Recap, LLC for
consideration of $100,000.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. No underwriters were retained to serve
as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration
was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with
this Offer and Sale of Shares.
On
November 15, 2013 Regen issued 100,000 common shares (“Shares”) to ASC Recap, LLC for
consideration of $100,000.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. No underwriters were retained to serve
as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration
was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with
this Offer and Sale of Shares.
On
December 12, 2013 Regen issued 100,000 common shares (“Shares”) to ASC Recap, LLC for
consideration of $100,000.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. No underwriters were retained to serve
as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration
was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with
this Offer and Sale of Shares.
On
October 30, 2014 Regen issued 136,000 common shares (“Shares”) to a member of Regen’s Scientific
Advisory Board as consideration for services.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. No underwriters were retained to serve
as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration
was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with
this Offer and Sale of Shares.
Item
6. Selected Financial Data
As
we are a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information
required by this Item.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As
of September 30, 2013 we had cash of $116,714 and as of September 30, 2014 we had cash of $ 502.
The
decrease in cash of approximately 99% is primarily attributable to expenses incurred by the Company in the operation of its business
and payment of its obligations, payments paid to Entest Biomedical, Inc. by the Company and $10, 422 loaned to Entest Biomedical,
Inc. by the Company partially offset by equity securities of both the Company and Regen sold during the year ended September 30,
2014 for proceeds of $400,000 and net borrowings of $116,861 incurred by the Company during the year ended September 30, 2014.
As
of September 30, 2014 we had Notes Receivable of $10,422 and as of September 30, 2013 we had notes Receivable of $0.
The
increase in Notes Receivable of 100% is attributable to $10, 422 loaned to Entest Biomedical, Inc. during the year ended September
30, 2014.
As
of September 30, 2014 we had Accrued Interest Receivable of $233 and as of September 30, 2013 we had Accrued Interest Receivable
of $0.
The
increase in Accrued Interest Receivable of 100% is attributable to interest accrued but not yet paid on $10, 422 loaned to Entest
Biomedical, Inc. by Regen during the year ended September 30, 2014.
As
of September 30, 2013 we had Available for Sale Securities of $7,000 and as of September 30, 2014 we had Available for Sale Securities
of $3,000. The decrease in Available for Sale Securities of approximately 57% is attributable to remeasurement based on unrealized
losses.
As
of As of September 30, 2014 we had Deferred Financing Costs of $0 and as of September 30, 2013 we had Deferred Financing Costs
of $65,000.
The
decrease in Deferred Financing Costs of 100% is attributable to the expiration of the commitment period for that Equity Purchase
Agreement and Registration Rights Agreement entered into by and between the Company and Southridge Partners II, LP.
As
of September 30, 2013 we had Accounts Payable of $138,572 and as of September 30, 2014 we had Accounts Payable of $ 158,492.
The
increase in Accounts Payable of approximately 14.3% is primarily attributable to $12,374 of legal expenses incurred but not yet
paid during the quarter ended September 30, 2014.
As
of September 30, 2013 we had Notes Payable of $219,372 and as of September 30, 2014 we had Notes Payable of $379,233
This
increase of approximately 73% is primarily attributable to:
Net
borrowings over the year of $116,861. The reclassification of $200,000 of Accrued Salary to Note Payable.
Offset
by:
The
settlement of $158,000 of principal amount of Notes Payable through the issuance of common stock
As
of September 30, 2014 we had Bank Overdraft of $6,137 and as of September 30, 2013 we had Bank Overdraft of $0.
The
increase in Bank Overdraft of approximately 100% is attributable to payments made by the Company in the operation of its business.
As
of September 30, 2013 we had Accrued Payroll Taxes of $45,386 and as of September 30, 2014 we had Accrued Payroll Taxes of $51,117
The
increase in Accrued Payroll Taxes of approximately 13% is primarily attributable to employer tax obligations incurred but not
yet paid arising from stock issued to employees as compensation.
As
of September 30, 2013 we had Accrued Interest of $239,829 and as of September 20, 2014 we had Accrued Interest of $271,495.
The
increase in Accrued Interest of approximately 13% is primarily attributable to the incurring by the Company of interest accrued
but unpaid on Notes payable and Convertible Notes Payable
As
of September 30, 2013 we had $34,895 in Amount Due to Affiliate and as of September 30, 2014 we had $0 in Amount Due to Affiliate.
The decrease of approximately 100% is attributable to payments paid to and expenses paid on behalf of Entest Biomedical, Inc.
(an affiliate of the Company) by the Company during the year ended September 30, 2014 totaling in aggregate $34,895.
Material
Changes in Results of Operations:
Revenues
were $0 for the twelve months ended September 30, 2013 and the same period ended September 30, 2014. Net Losses were $2,004,097
for the year ended September 30, 2013 and $2,080,958 for the same period ended September 30, 2014. The increase in Net Losses
was primarily attributable to:
|
|
(i)
Increase in Research and Development expenses
(ii)
Increase in Consulting and professional Fees
(iii)
Recognition of losses on Settlement of Debt through equity issuances
(iv)
Recognition of $65,000 of expenses attributable the expiration of the commitment period for that Equity Purchase Agreement
and Registration Rights Agreement entered into by and between the Company and Southridge Partners II, LP.
(v)
Recognition during the year ended September 30, 2013 of a refund of $35,000 paid to Regen resulting from termination of
a license agreement and recognition of $25,000 in Other Income attributable to the cancellation for no consideration of
Common Shares of the Company originally issued in conversion of $25,000 of Convertible Notes Payable |
Offsett
by:
| (i) | Decrease
in General and Administrative Expenses, Interest Expense |
| (ii) | The
recognition during the year ended September 30, 2013 of |
| (a) | Interest
expenses Attributable to Amortization of discount totaling $455,371 |
| (b) | Expenses
recognized in connection with issuance of common shares pursuant to contractual obligations
to convertible noteholders totaling $35,223. |
As
of September 30, 2014 we had $502 Cash on Hand and current liabilities of $1,557,269. We feel we will not be able to satisfy our
cash requirements over the next twelve months and shall be required to seek additional financing.
The
Company plans to meet cash needs through applying for governmental and non-governmental grants as well as selling its securities
for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise.
There is no guarantee that the Company will be able to raise any capital through any type of offerings. Management can give no
assurance that any governmental or non-governmental grant will be obtained by the Company despite the Company’s best efforts.
As of February 19, 2014 The Company has identified the National Heart Lung and Blood Institute Clinical Trial Pilot Studies (R34)
grant which provides up to $450,000 in funding over a period of three years as well as the Omnibus Solicitation of the NIH for
Small Business Technology Transfer Grant Applications administered by the Small Business Innovation Research (SBIR) program of
the National Institute of Health as grants for which the Company intends to apply.
We
cannot assure that we will be successful in obtaining additional financing necessary to implement our business plan. We have not
received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain
the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to
assure that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that
may be reasonable in light of our current circumstances.
As
of December 24, 2014 we are not party to any binding agreements which would commit us to any material capital expenditures.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk
As
we are a smaller reporting company, as defined by Rule 229.10(f)(1), we are not required to provide the information required by
this Item.
Item
8. Financial Statements and Supplementary Data
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
Bio-Matrix
Scientific Group, Inc.
We have audited
the accompanying balance sheets of Bio-Matrix Scientific Group, Inc as of September 30, 2014 and 2013, and the related statements
of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the
two-year period ended September 30, 2014. Bio-Matrix Scientific Group, Inc’s management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Bio-Matrix Scientific Group, Inc as of September
30, 2014 and 2013, and the related statements of operations, comprehensive income (loss), stockholders’ equity (deficit),
and cash flows for each of the years in the two-year period ended September 30, 2014, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements,
the Company has no revenues, has negative working capital at September 30, 2014, has incurred recurring losses and recurring negative
cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue
as a going concern. Management’s plans concerning these matters are also described in Note 4. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers,
CPAs
Seale
and Beers, CPAs
Las
Vegas, Nevada
December
24, 2014
8250
W Charleston Blvd, Suite 100 - Las Vegas, NV 89117 Phone:(888)727-8251 Fax:(888)782-2351
BIO-MATRIX
SCIENTIFIC GROUP, INC. |
CONSOLIDATED
BALANCE SHEET |
| |
| As
of September 30, | | |
| As
of September 30, | |
| |
| 2014 | | |
| 2013 | |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash | |
$ | 502 | | |
$ | 116,714 | |
Prepaid Expenses | |
| 15,000 | | |
| 15,000 | |
Note Receivable | |
| 10,422 | | |
| 0 | |
Interest Receivable | |
| 233 | | |
| 0 | |
Total Current Assets | |
| 26,157 | | |
| 131,714 | |
| |
| | | |
| | |
PROPERTY & EQUIPMENT (Net of Accumulated
Depreciation) | |
| | | |
| | |
| |
| | | |
| | |
Other Assets | |
| | | |
| | |
Deposits | |
| 4,200 | | |
| 4,200 | |
Deferred Financing Costs | |
| 0 | | |
| 65,000 | |
Investment in Subsidiary | |
| 0 | | |
| 0 | |
Available for Sale Securities | |
| 3,000 | | |
| 7,000 | |
Total Other Assets | |
| 7,200 | | |
| 76,200 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 33,357 | | |
$ | 207,914 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts Payable | |
$ | 158,492 | | |
$ | 138,572 | |
Notes Payable | |
| 379,233 | | |
| 219,372 | |
Bank Overdraft | |
| 6,137 | | |
| 0 | |
Accrued payroll | |
| 587,094 | | |
| 612,094 | |
Accrued payroll taxes | |
| 51,117 | | |
| 45,386 | |
Accrued Interest | |
| 271,495 | | |
| 239,829 | |
Accrued Expenses | |
| 5,000 | | |
| 5,000 | |
Convertible Note Payable Net of Unamortized
Discount | |
| 97,701 | | |
| 98,701 | |
Due to Affiliate | |
| 0 | | |
| 34,895 | |
Current portion, note payable to affiliated
party | |
| 1,000 | | |
| 1,000 | |
Total Current Liabilities | |
| 1,557,269 | | |
| 1,394,849 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
$ | 1,557,269 | | |
$ | 1,394,849 | |
| |
| | | |
| | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
| | | |
| | |
Preferred Stock ($.0001 par value)
20,000,000 shares authorized; 2,063,821 issued and outstanding as of September 30, 2013 and September 30, 2014 | |
$ | 207 | | |
$ | 207 | |
Series AA Preferred ($.0001 par value)
100,000 shares authorized; 94,852 issued and outstanding as of September 30, 2013 and September 30, 2014 | |
| 9 | | |
| 9 | |
Series AAA Preferred ($.0001 par value)
1,000,000 shares authorized; 40,000 shares issued and outstanding as of September 30, 2013 and September 30, 2014 | |
| 4 | | |
| 4 | |
Series B Preferred Shares ($.0001 par
value) 2,000,000 shares authorized; 725,409 issued and outstanding as of September 30, 2013 and September 30, 2014 respectively | |
| 73 | | |
| 73 | |
Common Stock, ($0.0001 par value) 5,000,000,000
shares authorized, 2,390,304,145 and 3,079,900,942 issued and outstanding as of September 30, 2013 and September 30, 2014
respectively | |
| 307,989 | | |
| 239,029 | |
Non Voting Convertible Preferred Stock
($1 par value) 200,000 shares authorized; 0 shares issued and outstanding as of September 30, 2013 and 2014 | |
| 0 | | |
| 0 | |
Additional Paid-in Capital | |
| 16,510,439 | | |
| 14,845,671 | |
Contributed Capital | |
| 509,355 | | |
| 509,355 | |
Retained Earnings
(Deficit) | |
| 22,461,356 | | |
| 24,542,314 | |
Accumulated Other
Comprehensive Income (Loss) | |
| (41,333,361 | ) | |
| (41,329,361 | ) |
Total Stockholders’
Equity (Deficit) Bio-Matrix Scientific Group, Inc. | |
| (1,543,929 | ) | |
| (1,192,699 | ) |
Noncontrolling Interest
in subsidiary | |
| 20,017 | | |
| 5,765 | |
Total Stockholders' Equity | |
$ | (1,523,912 | ) | |
$ | (1,186,934 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES
AND STOCKHOLDERS' DEFICIT | |
$ | 33,357 | | |
$ | 207,914 | |
The
Accompanying Notes are an Integral Part to These Financial Statements.
BIO-MATRIX
SCIENTIFIC GROUP, INC.
Statements
of Operations
| |
Year
Ended September 30, 2014 | |
Year
Ended September 30, 2013 |
Revenues | |
$ | — | | |
$ | — | |
COST
AND Expenses | |
| | | |
| | |
Research
and Development | |
| 23,867 | | |
| 9,509 | |
General
and administrative | |
| 599,234 | | |
| 1,317,927 | |
Consulting
and Professional Fees | |
| 246,214 | | |
| 200,475 | |
total
Costs and
expenses | |
| 869,315 | | |
| 1,527,911 | |
OPERATING
LOSS | |
| (869,315 | ) | |
| (1,527,911 | ) |
| |
| | | |
| | |
Other
Income &(Expense) | |
| | | |
| | |
Interest
Expense | |
$ | (35,136 | ) | |
$ | (46,492 | ) |
Loss
on Settlement of Debt through Equity Issuance | |
| (1,112,230 | ) | |
| 0 | |
Interest
Expenses attributable to amortization of discount | |
| 0 | | |
| (455,371 | ) |
Interest
Income | |
| 233 | | |
| 0 | |
Securities
issued pursuant to contractual obligations | |
| 0 | | |
| (35,223 | ) |
Other
Income | |
| 490 | | |
| 60,000 | |
Other
Expense | |
| (65,000 | ) | |
| 0 | |
Total
other income & (expense) | |
| (1,211,643 | ) | |
| (477,086 | ) |
| |
| | | |
| | |
NET
INCOME (LOSS) before loss attributable to noncontrolling interest in Entest Biomedical, Inc. and equity in subsidiary losses | |
$ | (2,080,958 | ) | |
$ | (2,004,997 | ) |
NET
INCOME (LOSS) attributable to noncontrolling interest in Entest Biomedical, Inc. | |
| 0 | | |
| 0 | |
NET
INCOME (LOSS) before equity in subsidiary losses | |
| (2,080,958) | | |
| (2,004,997 | ) |
Equity
in Net Income (Loss) of Entest Biomedical, Inc. | |
| 0 | | |
| 0 | |
NET
INCOME (LOSS) | |
| (2,080,958 | ) | |
| (2,004,997 | ) |
Less:
(Net Income) Loss attributable to noncontrolling interest in Regen Biopharma, Inc. | |
| 226,234 | | |
| 8,833 | |
NET
INCOME (LOSS) available to common shareholders | |
| (1,854,724 | ) | |
| (1,996,164 | ) |
| |
| | | |
| | |
Basic
and fully diluted earnings (loss) Per Share | |
$ | (0.001 | ) | |
$ | (0.001 | ) |
| |
| | | |
| | |
Weighted
Average number of common Shares Outstanding | |
| 2,865,048,153 | | |
| 1,375,962,730 | |
The
Accompanying Notes are an Integral Part of These Financial Statements.
BIO-MATRIX SCIENTIFIC GROUP,
INC. | |
| |
|
CONSOLIDATED STATEMENT OF
CASH FLOWS | |
| |
|
| |
| |
|
| |
Year
Ended September 30, 2014 | |
Year
Ended September 30, 2013 |
| |
| |
|
CASH
FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| |
| | | |
| | |
Net
Income (loss) | |
$ | (2,080,958 | ) | |
$ | (2,004,997 | ) |
Adjustments
to reconcile net Income to net cash (used in) provided by operating activities: | |
| | | |
| | |
Stock
issued for compensation to employees | |
$ | — | | |
$ | 62,400 | |
Stock
issued for services rendered by consultants | |
| 26,180 | | |
| 25,650 | |
Stock
issued for interest | |
| 3,570 | | |
| 5,035 | |
Stock
issued for expenses | |
| 48,000 | | |
| 640,000 | |
Changes
in operating assets and liabilities: | |
| | | |
| | |
Increase
(Decrease) in Accounts Payable | |
$ | 19,920 | | |
$ | 5,533 | |
Increase
(Decrease) in Accrued Expenses | |
| 12,397 | | |
| 351,799 | |
Increase
(Decrease) in bank Overdraft | |
| 6,137 | | |
| — | |
(Increase)
Decrease in Interest Receivable | |
| (233 | ) | |
| — | |
Increase
(Decrease) in Due to Affiliate | |
| (34,895 | ) | |
| (4,245 | ) |
(Increase)
Decrease in Note Receivable | |
| (10,422 | ) | |
| — | |
(Increase)
Decrease in Gain on cancellation of stock | |
| — | | |
| (25,000 | ) |
| |
| | | |
| | |
Net Cash Provided by
(Used in) Operating Activities | |
$ | (2,010,304 | ) | |
$ | (942,935 | ) |
| |
| | | |
| | |
CASH
FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Common
Stock issued for cash | |
$ | 100,000 | | |
$ | — | |
Common
Stock issued for Accrued Salaries | |
| — | | |
| 116,452 | |
Preferred
Stock issued for Accrued Salaries | |
| — | | |
| 10,000 | |
Common
Stock issued pursuant to Contractual Obligations | |
| — | | |
| 35,223 | |
Additional
paid in Capital | |
| 300,000 | | |
| 390,000 | |
Principal
borrowings on Convertible Debentures | |
| — | | |
| 555,370 | |
Principal
borrowings (repayments) on notes and Convertible Debentures | |
| 316,862 | | |
| (123,148 | ) |
(Increase)
Decrease in Deferred Financing Costs | |
| 65,000 | | |
| — | |
Loss
on Settlement of Debt through Equity Issuance | |
| 1,112,230 | | |
| — | |
| |
| | | |
| | |
Net Cash Provided by
(Used in) Financing Activities | |
$ | 1,894,092 | | |
$ | 983,897 | |
| |
| | | |
| | |
Net
Increase (Decrease) in Cash | |
$ | (116,212 | ) | |
$ | 40,962 | |
| |
| | | |
| | |
Cash at Beginning
of Period | |
$ | 116,714 | | |
$ | 75,752 | |
Cash at End of Period | |
$ | 502 | | |
$ | 116,714 | |
| |
| | | |
| | |
Supplemental
Disclosure of Noncash investing and financing activities: | |
Common shares issued
for Debt | |
$ | 158,000 | | |
$ | 1,132,056 | |
Common Shares issued
for Nonvoting Preferred | |
$ | — | | |
$ | 75,000 | |
The
Accompanying Notes are an Integral Part of These Financial Statements.
BIO-MATRIX
SCIENTIFIC GROUP INC. AND SUBSIDIARIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
Statements of Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the Years Ended September 30, 2013 and 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
AA Preferred |
Series
B Preferred |
Series
AAA Preferred |
Preferred |
Common |
Nonvoting
Convertible Preferred |
Additional
Paid-in |
Retained |
Deficit
Attributable to |
Noncontrolling |
Contributed |
Accumulated
Other |
|
|
|
|
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Capital |
Earnings |
noncontrolling
interest |
Interest |
Capital |
Comprehensive
Income(Loss) |
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
September 30, 2012 |
94,852 |
9 |
725,409
|
73
|
|
|
1,963,821
|
197
|
323,507,887
|
32,350
|
75,000
|
75,000
|
12,490,780
|
26,547,311
|
0
|
|
509,355
|
(41,314,361) |
(1,659,286) |
|
Shares
issued for indebtedness October 19. 2012 |
|
|
|
|
|
|
|
|
8,635,222
|
863
|
|
|
8,137
|
|
|
|
|
|
9,000
|
|
Shares
issued for indebtedness October 19, 2012 |
|
|
|
|
|
|
|
|
5,756,000
|
576
|
|
|
5,424
|
|
|
|
|
|
6,000
|
|
Shares
issued for indebtedness November 2, 2012 |
|
|
|
|
|
|
|
|
17,500,000
|
1,751
|
|
|
3,249
|
|
|
|
|
|
5,000
|
|
Shares
issued for indebtedness November 8, 2012 |
|
|
|
|
|
|
|
|
15,964,912
|
1,597
|
|
|
7,503
|
|
|
|
|
|
9,100
|
|
Shares
issued for indebtedness November 9, 2012 |
|
|
|
|
|
|
|
|
14,158,067
|
1,416
|
|
|
6,763
|
|
|
|
|
|
8,179
|
|
Shares
issued for indebtedness November 9, 2012 |
|
|
|
|
|
|
|
|
17,500,000
|
1,750
|
|
|
3,250
|
|
|
|
|
|
5,000
|
|
Shares
issued for indebtedness 11/14/2012 |
|
|
|
|
|
|
|
|
32,000,000
|
3,200
|
|
|
14,400
|
|
|
|
|
|
17,600
|
|
Shares
issued for indebtedness 11/15/2012 |
|
|
|
|
|
|
|
|
16,136,364
|
1,613
|
|
|
5,487
|
|
|
|
|
|
7,100
|
|
Shares
issued for indebtedness 11/19/2012 |
|
|
|
|
|
|
|
|
48,000,000
|
4,800
|
|
|
12,000
|
|
|
|
|
|
16,800
|
|
Shares
issued for indebtedness 11/20/2012 |
|
|
|
|
|
|
|
|
32,000,000
|
3,200
|
|
|
8,000
|
|
|
|
|
|
11,200
|
|
Shares
issued for indebtedness 11/21/2012 |
|
|
|
|
|
|
|
|
17,500,000
|
1,750
|
|
|
3,250
|
|
|
|
|
|
5,000
|
|
Shares
issued for indebtedness 11/21/2012 |
|
|
|
|
|
|
|
|
16,000,000
|
1,600
|
|
|
4,000
|
|
|
|
|
|
5,600
|
|
Shares
issued for indebtedness 11/26/2012 |
|
|
|
|
|
|
|
|
9,142,857
|
914
|
|
|
2,286
|
|
|
|
|
|
3,200
|
|
Shares
issued for indebtedness 11/29/2012 |
|
|
|
|
|
|
|
|
37,575,758
|
3,757
|
|
|
8,643
|
|
|
|
|
|
12,400
|
|
Shares
issued for indebtedness 11/29/2012 |
|
|
|
|
|
|
|
|
8,636,364
|
863
|
|
|
1,987
|
|
|
|
|
|
2,850
|
|
Shares
issued for indebtedness 11/29/2012 |
|
|
|
|
|
|
|
|
30,303,030
|
3,030
|
|
|
6,970
|
|
|
|
|
|
10,000
|
|
Shares
issued for indebtedness 11/29/2012 |
|
|
|
|
|
|
|
|
14,452,111
|
1,445
|
|
|
3,555
|
|
|
|
|
|
5,000
|
|
Shares
issued for indebtedness 12/10/2012 |
|
|
|
|
|
|
|
|
30,303,030
|
3,030
|
|
|
6,970
|
|
|
|
|
|
10,000
|
|
Shares
issued for indebtedness 12/12/2012 |
|
|
|
|
|
|
|
|
57,159,091
|
5,715
|
|
|
6,860
|
|
|
|
|
|
12,575
|
|
Shares
issued for indebtedness 12/19/2012 |
|
|
|
|
|
|
|
|
40,000,000
|
4,000
|
|
|
2,000
|
|
|
|
|
|
6,000
|
|
Shares
issued for indebtedness 12/28/2012 |
|
|
|
|
|
|
|
|
90,000,000
|
9,000
|
|
|
900
|
|
|
|
|
|
9,900
|
|
Shares
issued for indebtedness 12/28/2012 |
|
|
|
|
|
|
|
|
36,363,636
|
3,637
|
|
|
363
|
|
|
|
|
|
4,000
|
|
Shares
issued for Interest 11/26/2012 |
|
|
|
|
|
|
|
|
6,057,142
|
605
|
|
|
1,515
|
|
|
|
|
|
2,120
|
|
Shares
issued pursuant to contractual obligations 12/12/2012 |
|
|
|
|
|
|
|
|
9,242,425
|
924
|
|
|
3,697
|
|
|
|
|
|
4,621
|
|
Shares
issued pursuant to contractual obligations 12/21/2012 |
|
|
|
|
|
|
|
|
57,159,091
|
5,716
|
|
|
11,432
|
|
|
|
|
|
17,148
|
|
Shares
issued pursuant to contractual obligations 12/21/2012 |
|
|
|
|
|
|
|
|
30,303,030
|
3,031
|
|
|
6,061
|
|
|
|
|
|
9,092
|
|
Shares
issued pursuant to contractual obligations 12/21/2012 |
|
|
|
|
|
|
|
|
14,545,454
|
1,456
|
|
|
2,909
|
|
|
|
|
|
4,365
|
|
Recognition
of Beneficial Conversion Feature , Convertible Notes |
|
|
|
|
|
|
|
|
|
|
|
|
290,000
|
|
|
|
|
|
290,000
|
|
Restricted
Stock Award Compensation Expense recognized |
|
|
|
|
|
|
|
|
|
|
|
|
26,400
|
|
|
|
|
|
26,400
|
|
Net
Loss October 1 2012 to December 31 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(596,666) |
|
|
|
|
(596,666) |
|
Accumulated
Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,000) |
(11,000) |
|
Balance
December 31 2012 |
94,852
|
9
|
725,409
|
73
|
|
|
1,963,821
|
197
|
1,035,901,471
|
103,589
|
75,000
|
75,000
|
12,954,788
|
25,950,645
|
0
|
|
509,355
|
(41,325,361) |
(1,731,705) |
|
1/8/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
90,000,000
|
9,000
|
|
|
900
|
|
|
|
|
|
9,900
|
|
2/27/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
12,792,708
|
1,279
|
|
|
13,496
|
|
|
|
|
|
14,775
|
|
2/27/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
8,658,009
|
866
|
|
|
9,134
|
|
|
|
|
|
10,000
|
|
3/12/2012 |
Shares
issued for settlement |
|
|
|
|
|
|
|
|
100,000,000
|
10,000
|
|
|
630,000
|
|
|
|
|
|
640,000
|
|
3/21/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
2,380,952
|
238
|
|
|
14,762
|
|
|
|
|
|
15,000
|
|
3/21/2013 |
Shares
issued for settlement |
|
|
|
|
|
|
|
|
2,777,778
|
277
|
|
|
14,723
|
|
|
|
|
|
15,000
|
|
3/25/2012 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
7,173,913
|
718
|
|
|
32,282
|
|
|
|
|
|
33,000
|
|
3/25/2012 |
Shares
issued for accrued interest |
|
|
|
|
|
|
|
|
547,828
|
55
|
|
|
2,465
|
|
|
|
|
|
2,520
|
|
3/22/2012 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
100,000,000
|
10,000
|
|
|
90,000
|
|
|
|
|
|
100,000
|
|
Recognition
of Beneficial Conversion Feature , Convertible Notes |
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
|
Net
Loss January 1 2013 to March 31 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(941,488) |
|
|
|
|
(941,488) |
|
Accumulated
Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000
|
24,000
|
|
Balance
March 31, 2013 |
94,852
|
9
|
725,409
|
73
|
|
|
1,963,821
|
197
|
1,360,232,659
|
136,022
|
75,000
|
75,000
|
13,862,550
|
25,009,157
|
|
|
509,355
|
(41,301,361) |
(1,708,998) |
|
4/2/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
100,000,000
|
10,000
|
|
|
40,000
|
|
|
|
|
|
50,000
|
|
4/12/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
100,000,000
|
10,000
|
|
|
40,000
|
|
|
|
|
|
50,000
|
|
4/17/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
7,162,534
|
716
|
|
|
12,284
|
|
|
|
|
|
13,000
|
|
4/23/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
100,000,000
|
10,000
|
|
|
40,000
|
|
|
|
|
|
50,000
|
|
4/25/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
60,606,461
|
6,061
|
|
|
93,939
|
|
|
|
|
|
100,000
|
|
4/25/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
24,242,424
|
2,424
|
|
|
37,576
|
|
|
|
|
|
40,000
|
|
5/16/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
100,000,000
|
10,000
|
|
|
40,000
|
|
|
|
|
|
50,000
|
|
5/29/2013 |
Vesting
of Restricted Stock Award |
|
|
|
|
|
|
|
|
|
|
|
|
43,200
|
|
|
|
|
|
43,200
|
|
5/29/2013 |
Shares
issued for accrued salaries |
|
|
|
|
|
|
|
|
26,045,795
|
2,605
|
|
|
70,647
|
|
|
|
|
|
73,252
|
|
5/30/2013 |
Shares
issued for accrued salaries |
|
|
|
|
40,000
|
4
|
|
|
|
|
|
|
9,996
|
|
|
|
|
|
10,000
|
|
6/10/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
20,000,000
|
2,000
|
|
|
8,000
|
|
|
|
|
|
10,000
|
|
6/13/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
100,000,000
|
10,000
|
|
|
40,000
|
|
|
|
|
|
50,000
|
|
6/20/2013 |
Shares
cancelled |
|
|
|
|
|
|
|
|
(6,000,000) |
(600) |
|
|
600
|
|
|
|
|
|
|
|
6/27/2013 |
Shares
issued as compensation |
|
|
|
|
|
|
|
|
6,000,000
|
600
|
|
|
16,800
|
|
|
|
|
|
17,400
|
|
Net
Loss April 1 2013 to June 30 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(278,789) |
|
|
|
|
(278,789) |
|
Accumulated
Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,000) |
(11,000) |
|
Balance
June 30 2013 |
94,852
|
9
|
725,409
|
73
|
40,000
|
4
|
1,963,821
|
197
|
1,998,289,873
|
199,828
|
75,000
|
75,000
|
14,355,592
|
24,730,368
|
|
|
509,355
|
(41,312,361) |
(1,441,935) |
|
7/25/2013 |
Cancellation
of Shares previously issued in satisfaction of convertible debt |
|
|
|
|
|
|
|
|
(5,000,000) |
(500) |
|
|
(24,500) |
|
|
|
|
|
(25,000) |
|
8/26/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
100,000,000
|
10,000
|
|
|
25,000
|
|
|
|
|
|
35,000
|
|
8/30/2013 |
Shares
issued as consideration to consultant |
|
|
|
|
|
|
|
|
8,512,088
|
851
|
|
|
24,149
|
|
|
|
|
|
25,000
|
|
8/30/2013 |
Shares
issued for indebtedness and interest |
|
|
|
|
|
|
|
|
66,287,898
|
6,629
|
|
|
63,568
|
|
|
|
|
|
70,197
|
|
8/20/2013 |
Shares
of subsidiary issued for Company indebtedness and interest |
|
|
|
|
|
|
|
|
|
|
|
|
70,198
|
|
|
|
|
|
70,198
|
|
9/30/2013 |
Shares
of subsidiary issued for Cash |
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
|
9/3/2013 |
Common
Stock Issued for Preferred Stock |
|
|
|
|
|
|
|
|
35,714,286
|
3,571
|
|
|
71,429
|
|
|
|
|
|
75,000
|
|
9/3/2012 |
Common
stock issued for preferred Stock |
|
|
|
|
|
|
|
|
|
|
(75,000) |
(75,000) |
|
|
|
|
|
|
(75,000) |
|
9/11/2013 |
Common
Stock issued for indebtedness |
|
|
|
|
|
|
|
|
60,000,000
|
6,000
|
|
|
114,000
|
|
|
|
|
|
120,000
|
|
9/19/2013 |
Common
stock issued to employee as compensation |
|
|
|
|
|
|
|
|
6,000,000
|
600
|
|
|
18,000
|
|
|
|
|
|
18,600
|
|
9/19/2013 |
Shares
issued as consideration to consultant |
|
|
|
|
|
|
|
|
500,000
|
50
|
|
|
1,500
|
|
|
|
|
|
1,550
|
|
8/9/2013 |
shares
issued as consideration to consultant |
|
|
|
|
|
|
100,000
|
10
|
|
|
|
|
|
|
|
|
|
|
10
|
|
9/30/2013 |
Shares
issued for indebtedness |
|
|
|
|
|
|
|
|
120,000,000
|
12,000
|
|
|
32,500
|
|
|
|
|
|
44,500
|
|
Net
Loss July 1 to September 30 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(188,054) |
|
|
|
|
(188,054) |
|
Accumulated
Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,000) |
(17,000) |
|
Noncontrolling
interest recognized |
|
|
|
|
|
|
|
|
|
|
|
|
(5,765) |
|
|
5,765
|
|
|
0
|
|
Balance
September 30, 2013 |
94,852
|
9
|
725,409
|
73
|
40,000
|
4
|
2,063,821
|
207
|
2,390,304,145
|
239,029
|
0
|
0
|
14,845,671
|
24,542,314
|
|
5,765
|
|
(41,329,361) |
(1,186,934) |
|
10/14/2013 |
Common
Shares issued for Debt |
|
|
|
|
|
|
|
|
120,000,000
|
12,000
|
|
|
32,500
|
|
|
|
|
|
44,500
|
|
11/4/2013 |
Common
Shares issued to Consultant |
|
|
|
|
|
|
|
|
200,000
|
20
|
|
|
360
|
|
|
|
|
|
380
|
|
11/13/2013 |
Common
Shares issued for Debt |
|
|
|
|
|
|
|
|
120,000,000
|
12,000
|
|
|
|
|
|
|
|
|
12,000
|
|
12/5/2013 |
Common
Shares issued for Debt |
|
|
|
|
|
|
|
|
150,000,000
|
15,000
|
|
|
|
|
|
|
|
|
15,000
|
|
12/5/2013 |
Common
Shares issued to vendor |
|
|
|
|
|
|
|
|
30,000,000
|
3,000
|
|
|
45,000
|
|
|
|
|
|
48,000
|
|
10/14/2013 |
Common
Stock of subsidiary issued for Cash at $1.00 per share |
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
|
11/15/2013 |
Common
Stock of subsidiary issued for Cash at $1.00 per share |
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
|
12/12/2013 |
Common
Stock of subsidiary issued for Cash at $1.00 per share |
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
|
|
Loss
recognized on issuance of shares for less than Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
648,500
|
|
|
|
|
|
648,500
|
|
|
Net
Loss October 1 2013 to December 31 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(920,888) |
|
|
|
|
(920,888) |
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,000) |
(4,000) |
|
|
Noncontrolling
interest recognized |
|
|
|
|
|
|
|
|
|
|
|
|
(6,597) |
|
|
6,597
|
|
|
0
|
|
Balance
December 31, 2013 |
94,852
|
9
|
725,409
|
73
|
40,000
|
4
|
2,063,821
|
207
|
2,810,504,145
|
281,049
|
0
|
0
|
15,865,434
|
23,621,426
|
|
12,362
|
|
(41,333,361) |
(1,043,442) |
|
1/23/2014 |
Common
Stock issued for Debt |
|
|
|
|
|
|
|
|
140,000,000
|
14,000
|
|
|
70
|
|
|
|
|
|
14,070
|
|
1/28/2014 |
Common
Stock issued for Debt |
|
|
|
|
|
|
|
|
500,000
|
50
|
|
|
950
|
|
|
|
|
|
1,000
|
|
|
Loss
recognized on issuance of shares for less than Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
336,230
|
|
|
|
|
|
336,230
|
|
|
Net
Loss January 1 2014 to March 31 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(529,555) |
|
|
|
|
(529,555) |
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
8,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling
interest recognized |
|
|
|
|
|
|
|
|
|
|
|
|
(82,664) |
|
|
82,664
|
|
|
0
|
|
Balance
March 31, 2014 |
|
|
|
|
|
|
|
|
2,951,004,145
|
295,099
|
0
|
0
|
16,120,020
|
23,091,871
|
|
95,026
|
|
(41,325,361) |
(1,213,697) |
|
|
Net
Loss January 1 2014 to March 31 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(246,447) |
|
|
|
|
(246,447) |
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,000) |
(6,000) |
|
|
Noncontrolling
interest recognized |
|
|
|
|
|
|
|
|
|
|
|
|
47,466
|
|
|
(47,466) |
|
|
0
|
|
Balance
June 30, 2014 |
94,852
|
9
|
725,409
|
73
|
40,000
|
4
|
2,063,821
|
|
2,951,004,145
|
295,099
|
0
|
0
|
16,167,486
|
22,845,424
|
|
47,560
|
|
(41,331,361) |
(1,466,144) |
|
7/1/2014 |
Common
Shares issued for cash |
|
|
|
|
|
|
|
|
45,000,000
|
4,500
|
|
|
95,500
|
|
|
|
|
|
100,000
|
|
8/12/2014 |
Common
Shares issued to consultant |
|
|
|
|
|
|
|
|
8,896,797
|
890
|
|
|
24,910
|
|
|
|
|
|
25,800
|
|
8/18/2014 |
Common
Stock issued for Debt |
|
|
|
|
|
|
|
|
37,500,000
|
3,750
|
|
|
33,750
|
|
|
|
|
|
37,500
|
|
8/27/2014 |
Common
Stock issued for Debt |
|
|
|
|
|
|
|
|
37,500,000
|
3,750
|
|
|
33,750
|
|
|
|
|
|
37,500
|
|
|
Loss
recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
|
|
|
|
|
|
127,500
|
|
|
|
|
|
127,500
|
|
|
Net
Loss July 1 2014 to September 30 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(384,068) |
|
|
|
|
(384,068) |
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,000) |
(2,000) |
|
|
Noncontrolling
interest recognized |
|
|
|
|
|
|
|
|
|
|
|
|
27,543
|
|
|
(27,543) |
|
|
0
|
|
Balance
September 30, 2014 |
|
|
725,409
|
73
|
40,000
|
4
|
2,063,821
|
|
3,079,900,942
|
307,989
|
0
|
0
|
16,510,439
|
22,461,356
|
|
20,017
|
|
(41,333,361) |
(1,523,912) |
|
The
Accompanying Notes are an Integral Part of These Financial Statements.
BIO-MATRIX
SCIENTIFIC GROUP, INC. |
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME |
|
| |
Year Ended September
30, |
| |
2014 | |
2013 |
Net Income (Loss) | |
$ | (2,068,684 | ) | |
$ | (2,004,997 | ) |
Add: | |
| | | |
| | |
Unrealized
Gains on Securities | |
| — | | |
| — | |
Less: | |
| | | |
| | |
Unrealized
Losses on Securities | |
| (4,000 | ) | |
| (15,000 | ) |
Total
Other Comprehensive Income (Loss) | |
| (4,000 | ) | |
| (15,000 | ) |
Comprehensive Income | |
$ | (2,072,684 | ) | |
$ | (2,019,997 | ) |
The
Accompanying Notes are an Integral Part to These Financial Statements.
BIO-MATRIX
SCIENTIFIC GROUP, INC.
Notes
to consolidated Financial Statements
As
of September 30, 2014
NOTE
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Bio-Matrix
Scientific Group, Inc. (“Company”) was organized October 6, 1998, under the laws of the State of Delaware as Tasco
International, Inc.
From
October 6, 1998 to June 3, 2006 its activities have been limited to capital formation, organization, and development of its business
plan to provide production of visual content and other digital media, including still media, 360-degree images, video, animation
and audio for the Internet.
On
July 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital
of Bio-Matrix Scientific Group, Inc., a Nevada corporation, (“BMSG”) for consideration consisting of 10,000,000 shares
of the common stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by John Lauring.
As
a result of this transaction, the former stockholder of BMSG held approximately 80% of the voting capital stock of the Company
immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company
by BMSG under the purchase method of accounting, and was treated as a recapitalization with BMSG as the acquirer. Accordingly,
the financial statements have been prepared to give retroactive effect to August 2, 2005 (date of inception), of the reverse acquisition
completed on July 3, 2006, and represent the operations of BMSG.
Through
its 58% owned subsidiary, Regen BioPharma, Inc., the Company intends to engage primarily in the development of regenerative medical
applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II
clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance
the application further to Phase III clinical trials
A.
BASIS OF ACCOUNTING
The
financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under
this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The
Company has adopted a September 30 year-end.
B.
PRINCIPLES OF CONSOLIDATION
The
consolidated financial statements include the accounts of Bio-Matrix Scientific Group, inc., a Delaware corporation, Bio Matrix
Scientific Group, Inc, a Nevada corporation and a wholly owned subsidiary (“BMSG”), Regen BioPharma, Inc., a Nevada
corporation and 58% owned subsidiary (Regen) and Entest BioMedical, Inc., (“Entest”), a Nevada corporation which was
a majority owned subsidiary up to February 3, 2011. Significant inter-company transactions have been eliminated.
C.
USE OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. All estimates
are of a normal, recurring nature and are required for the fair presentation of the financial statements. Actual results could
differ from those estimates.
D.
CASH EQUIVALENTS
The
Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
E.
PROPERTY AND EQUIPMENT
Property
and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures
that enhance the value of property and equipment are capitalized.
F.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair
value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal
or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value
hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels
of inputs required by the standard that the Company uses to measure fair value:
Level
1: Quoted prices in active markets for identical assets or liabilities
Level
2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially
the full term of the related assets or liabilities.
Level
3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of
the assets or liabilities.
The
Company’s financial instruments as of September 30, 2014 consisted of Securities Available for Sale consisting of 10,000,000
shares of Entest Biomedical, Inc and a Note Receivable from Entest Biomedical, Inc. for $10,422 . The fair value of Securities
Available for sale as of September 30, 2014 were valued according to the Level 1 input. The carrying amount of the financial instruments
is equal to the fair value as determined by the Company. The fair value of the Note Receivable was valued according to Level 3
input.
G.
INCOME TAXES
The
Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets
and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The
Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates
is recognized as income or loss in the period that includes the enactment date.
The
Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification
related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods
remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute
of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such
adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part,
upon the results of operations for the given period. As of September 30, 2014 the Company had no uncertain tax positions, and
will continue to evaluate for uncertain positions in the future.
The
Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100%
has been established.
Interest
and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance
with ASC Topic 740-10-50-19.
H.
BASIC EARNINGS (LOSS) PER SHARE
The
Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share",
which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.
The Company has adopted the provisions of ASC 260 effective from inception.
Basic
net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
All options and convertible debt outstanding has an anti-dilutive effect on the EPS, therefore Diluted Earnings per Share are
the same as basic earnings per share.
I.
ADVERTISING
Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $0 and $0 for the year ended September
30, 2013 and the year ended September 30, 2014 respectively.
NOTE
2. RECENT ACCOUNTING PRONOUNCEMENTS
In
June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial
reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments
in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement
for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder
equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the
entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities).
Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this
standard.
The
following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently
under review to determine their impact on our consolidated financial position, results of operations, or cash flows.
In
May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition
standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard
eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based
approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting
periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted
for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this
pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting
for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service
period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation —
Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation
cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.
The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods.
Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects
of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern
(Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted
accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial
statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption
is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial
statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial
Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or
events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial
statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should
be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update
are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early
application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period,
management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.
On
January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about
Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification
[FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables
and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities,
where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the
FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated
embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions
that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements
or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim
periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.
On
February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several
Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments
add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting
entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the
obligation is fixed as of the reporting date, as the sum of the following:
The
amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.
Any
additional amounts the reporting entity expects to pay on behalf of its co-obligors.
While
early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal
years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively
to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning
of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating
results or financial position.
On
April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU
2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation
of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of
accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit
entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related
financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning
after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the
requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption
of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.
A
variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and
various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s
management has not determined whether implementation of such standards would be material to its financial statements.
NOTE
3. OPTIONS AND WARRANTS
As
of September 30, 2014 the Company has no options or warrants outstanding.
NOTE
4. GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Exclusive of
a onetime non-cash gain of $41,645,688 recognized upon the deconsolidation of Entest Biomedical, Inc., the Company generated net
losses of $18,520,683 (excluding
$663,649 of Equity in Net Losses of Entest Biomedical, Inc. recognized) during the period from August 2, 2005 (inception) through
September 30, 2014. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's
continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Management
plans to raise additional funds by offering securities for cash.
During
the year ended September 30, 2014 the Company incurred net borrowings of $116,861
During
the year ended September 30, 2014 Regen sold 300,000 of its common shares for cash consideration of $300,000.
During
the year ended September 30, 2014 the Company sold 45,000,000 of its common shares for cash consideration of $100,000.
NOTE
5. INCOME TAXES
As
of September 30, 2014
Deferred
tax assets: |
|
|
Net
operating tax carry forwards |
|
$ |
6,535,802 |
Other |
|
|
-0- |
Gross
deferred tax assets |
|
|
6,535,802 |
Valuation
allowance |
|
|
(6,535,802) |
|
|
|
|
Net
deferred tax assets |
|
$ |
-0- |
As
of September 30, 2014 the Company has a Deferred Tax Asset of $6,535,802 completely attributable to net operating
loss carry forwards of approximately $19,222,948 ( which expire 20 years from the date the loss was incurred) consisting
of
(a)
$38,616, of Net Operating Loss Carry forwards acquired in the reverse acquisition of BMSG and
(b)
$19,184,332 attributable to Bio-Matrix Scientific Group, Inc. a Delaware corporation, BMSG and Regen.
Realization
of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences
and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is
uncertain. In addition, the reverse acquisition of BMSG has resulted in a change of control. Internal Revenue Code Sec 382 limits
the amount of income that may be offset by net operating loss (NOL) carryovers after an ownership change. As a result, the Company
has the Company recorded a valuation allowance reducing all deferred tax assets to 0.
Income
tax is calculated at the 34% Federal Corporate Rate.
NOTE
6. RELATED PARTY TRANSACTIONS
As
of September 30, 2014 the Company is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the
amount of $189,065. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest
at the rate of 15% per annum.
As
of September 30, 2014 Regen is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount
of $30,168. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the
rate of 15% per annum.
The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 provided
to the Company by Entest BioMedical, Inc. on a month to month basis free of charge. The Chief Executive Officer of Entest Biomedical
Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company.
As
of September 30, 2014 Entest Biomedical, Inc. is indebted to Regen in the amount of $10,422. $10,422 lent by Regen to Entest Biomedical,
Inc . is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
During
the year ended September 30, 2014 Regen made payments totaling $18,042 dollars to Batu Biologics for contracted services . Thomas
Ichim, who serves as Regen’s Chief Scientific Officer and Director of Research as well as a Director of the Company, is
the Executive Chairman of and owns approximately 29% of the share capital of Batu Biologics.
NOTE
7. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE
| |
September
30, 2014 | |
September
30, 2013 |
| |
| |
|
Dunhill
Ross Partners, Inc. ( formerly venture Bridge Advisors) | |
$ | — | | |
$ | 82,000 | |
Bio
Technology Partners Business Trust | |
| 35,000 | | |
| — | |
David
R. Koos ( Parent)( Note 6) | |
| 189,065 | | |
| 137,372 | |
David
R. Koos ( Regen)( Note 6) | |
| 30,168 | | |
| — | |
The
Sherman family Trust | |
| 125,000 | | |
| — | |
Total | |
$ | 379,233 | | |
$ | 219,372 | |
Amounts
due to Dunhill Ross Partners, Inc. are due and payable at the demand of Dunhill Ross partners and bear simple interest at
a rate of 10% per annum.
Amounts
due to the Biotechnology Partners Business Trust. are due and payable at the demand of Dunhill Ross partners and bear simple
interest at a rate of 10% per annum.
All
loans to the Company and Regen made by David R. Koos are due and payable at the demand of Koos and bear simple interest at a rate
of 15% per annum.
All
amounts due to the Sherman Family Trust bear no interest and are due and payable, in whole or in part, at the option of the holder.
CONVERTIBLE
NOTES PAYABLE SEPTEMBER 30, 2014
$17,000 |
StarCity
Capital LLC |
$50,000 |
Scott
Levine |
$10,000 |
Mike
and Ofie Weiner |
$18,400 |
Mike
and Ofie Weiner |
$2,301 |
Bio
Technology Partners Business Trust |
$97,701 |
total |
$17,000
due and payable to Starcity Capital LLC bears no interest, is payable at the demand of the Holder and permits conversion at the
Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”)
of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion
date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock
on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received
that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase
price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing
Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”).
The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.
The
amount by which the instruments as converted value exceeds the principal amount as of September 30, 2014 is $15,970.
$50,000
due and payable to Scott Levine bears simple interest at 12% per annum and is convertible into common shares of the company at
$0.15 per share. The instrument became due and payable on November 14, 2009. No demand for payment has been made.
$10,000
due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company
at $0.15 per share. The instrument became due and payable on March 3 , 2010. No demand for payment has been made.
$18,400
due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company
at $0.15 per share. The instrument became due and payable on December 28, 2009. No demand for payment has been made.
$2,301
due and payable to Bio Technology Partners Business Trust bears simple interest at 12% per annum and is convertible into common
shares of the company at $0.15 per share. The instrument became due and payable on November 26, 2009. No demand for payment has
been made.
As
of September 30, 2014 and as of September 30, 2013 the unamortized discount on convertible notes outstanding is $0.
NOTE
8. STOCKHOLDERS' EQUITY
The
stockholders' equity section of the Company contains the following classes of capital stock as of September 30, 2014:
Preferred
stock, $0.0001 par value; 20,000,000 shares authorized:
2,063,821 Preferred
Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times
one (1).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock shall
receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the
Corporation.
94,852
Series AA Preferred Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such
holder times ten thousand (10,0000).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
40,000
Series AAA Preferred Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such
holder times one hundred thousand (100,0000).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
725,409
Series B Preferred Shares, Par Value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be
entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder
times two (2).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
Non
Voting Convertible Preferred Stock, $1.00 Par value, 200,000 shares authorized, 0 shares issued and outstanding
Each
Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common
stock at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately
preceding written receipt by the corporation of the holder’s intent to convert.
“CLOSING
PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day
as reported by Bloomberg Finance L.P.
“PRINCIPAL
MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.
“TRADING
DAY” shall mean a day on which the Principal Market shall be open for business.
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Non Voting Convertible
Preferred shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the
assets of the Corporation.
Common
stock, $ 0.0001 par value; 5,000,000,000 shares authorized: 3,079,900,942 shares issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to
cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall
receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the
Corporation.
NOTE
9. CONVERTIBLE DEBENTURES
At
September 30, 2014, the following convertible debentures remain outstanding:
(a)
$80,701 in aggregate convertible debt bearing simple interest at 12% per annum convertible into the Company’s
common stock at $0.025 per share.
(b)
$17,000 in aggregate convertible debt bearing no interest convertible into the Company’s common stock at share and
convertible into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the
lowest closing bid price for the Company’s common stock during the five trading days immediately preceding a conversion
date, as reported by Bloomberg.
Convertible
Debentures described in (a) and (b) are currently due and payable. The holders have not made a demand for payment.
As
of September 30, 2014 the Aggregate Amount of Convertible Debentures outstanding was $97,701 and the Aggregate Amount of Unamortized
discount was $0.
NOTE
10. COMMITMENTS AND CONTINGENCIES
On
April 12, 2013 a complaint (Complaint) was filed in the U.S. District Court Southern District of the State of new York against
the Company, the Company’s Chairman and Does 1-50 by Star city Capital, LLC (“Plaintiff”) alleging securities
fraud, common law fraud, negligent misrepresentation, breach of fiduciary duties and breach of contract in connection with the
issuance of. The Plaintiff is also request declaratory relief from the Court.
The
action arises from the issuance and subsequent cancellation of 103,030,303 of the company’s common shares in satisfaction
of $17,000 of convertible indebtedness of the Company held by the Plaintiff. The Plaintiff alleges that a cancellation notice
sent by them to the Company’s transfer agent was meant to instruct the Transfer Agent simply to cancel the physical certificate
in order that an equivalent number of shares may be transferred via DWAC to the Plaintiff’s stockbroker for the benefit
of the Plaintiff. DWAC is the acronym for Deposit/Withdrawal At Custodian. The DWAC transaction system run by The Depository Trust
Company (a.k.a. DTC or CEDE & CO) permits brokers and custodial banks, the DTC participants, to request the movement of shares
to or from the issuer’s transfer agent electronically. A DWAC results in the crediting or debiting of shares to or from
DTC’s book-entry account on the records of the issuer maintained by the transfer agent.
The
Company believes that the cancellation notice sent by the Plaintiff clearly represents a cancellation of the conversion notice
itself.
The
convertible indebtedness held by the Plaintiff is convertible at Holder’s demand into the common shares of the Company’s
stock at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s
common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid
Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited
into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares
( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such
that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares
to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company and the Plaintiff had agreed on a limitation
on conversion equal to 9.99% of the Company’s outstanding common stock. There can be no assurance that a subsequent conversion
notice for the same amount of indebtedness issued by the Plaintiff would convert into 103,030,303 of the company’s common
shares.
On
August 21, 2012 the Company entered into a settlement funding agreement with Princeton Research, Inc. and Jan Vandersande (collectively
the “PRI Parties”) which obligates the Company to pay the PRI Parties $1,000 a month over thirty months.
NOTE
11. INVESTMENT SECURITIES
As
of the quarter ending June 30, 2012 the Company reclassified 10,000,000 common shares of Entest (“Entest Shares”)
as Securities Available for Sale from Securities Accounted for under the Equity Method. The Entest Shares are the Company’s
sole Investment Securities as of September 30, 2014.
NOTE
12. STOCK TRANSACTIONS
On
October 14, 2013 the Company Issued 120,000,000 Common Shares in satisfaction of $ 44,500 of indebtedness.
On
November 4. 2013 the Company Issued 200,000 Common Shares as consideration for services rendered.
On
November 13, 2013 the Company Issued 120,000,000 Common Shares in satisfaction of $ 12,000 of indebtedness.
On
December 5, 2013 the Company issued 150,000,000 Common Shares in satisfaction of $15,000 of indebtedness.
On
December 12, 2013 the Company issued 30,000,000 of its common shares to a vendor in settlement of a dispute over fees owed between
the vendor and Regen.
On
October 16, 2013 Regen issued 100,000 of its common shares for consideration consisting of $100,000.
On
November 15, 2013 Regen issued 100,000 of its common shares for consideration consisting of $100,000.
On
December 12, 2013 Regen issued 100,000 of its common shares for consideration consisting of $100,000.
On
January 23, 2014 the Company Issued 140,000,000 Common Shares in satisfaction of $ 14,070 of indebtedness.
On
January 28, 2014 the Company Issued 500,000 Common Shares in satisfaction of $ 1,000 of convertible indebtedness.
On
July 1, 2014 the Company issued 45,000,000 common shares for cash consideration of $100,000.
On
August 12, 2014 the Company issued 8,896,797 common shares with a fair value at the time of issuance of $25,800 as consideration
to a consultant
On
August 18, 2014 the Company Issued 37,500,000 Common Shares in satisfaction of $ 37,500 of indebtedness.
On
August 26, 2014 the Company Issued 37,500,000 Common Shares in satisfaction of $ 37,500 of indebtedness.
NOTE 13. PROPERTY DIVIDEND
On
March 25, 2014 the Company paid a property dividend of 20,000,000 common shares of Regen Biopharma, Inc. to its shareholders.
This dividend was distributed pro rata to all common and preferred shareholders of record as of March 18, 2014.
NOTE
14. SUBSEQUENT EVENTS
On
October 1, 2014 the Company Issued 100,000,000 Common Shares in satisfaction of $ 37,500 of indebtedness.
On
October 9, 2014 the Company Issued 100,000,000 Common Shares in satisfaction of $35,000 of indebtedness.
On
October 31, 2014 the Company Issued 200,000,000 Common Shares in satisfaction of $20,000 of indebtedness.
On
December 9, 2014 the Company Issued 100,000,000 Common Shares in satisfaction of $10,000 of indebtedness.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
During
the Company's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Seale
and Beers, Certified Public Accountants LLC (“S&B”) , the Company’s independent public accountant, whether
or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to S&B’s satisfaction, would have caused it to make reference to the subject matter of the disagreement
in connection with its report on the Company's financial statements.
Item
9A. Controls and Procedures.
a)
Evaluation of disclosure controls and procedures.
The
principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures
as of September 30, 2014. Based on this evaluation, they have concluded that the disclosure controls and procedures were effective
to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. David Koos is the Company’s CEO and acting CFO. He functions as the Company’s principal
executive officer and principal financial officer.
b)
Management’s annual report on internal control over financial reporting.
Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934. Rule 13a-15(f) defines internal control over financial
reporting as follows:
“The
term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's
principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board
of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
and includes those policies and procedures that:
Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
assets of the issuer;
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with
authorizations of management and directors of the issuer; and
Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's
assets that could have a material effect on the financial statements.”
The
Company’s internal control over financial reporting is a process designed under the supervision of the Company’s management
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial
statements for external purposes in accordance with U.S. generally accepted accounting principles.
In
designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures,
no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met.
The
Company’s management assessed the effectiveness of its internal control over financial reporting as of September 30, 2012
based on the framework in “Internal Control over Financial Reporting – Guidance for Smaller Public Companies (2006)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.” Based on its assessment, management believes
that, as of September 30, 2012, the Company’s internal control over financial reporting is effective.
Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's report in this annual report. This exemption for
smaller reporting companies provided under the temporary rules referenced above has been made permanent under Section 989G of
the Dodd-Frank Wall Street Reform and Consumer Protection Act.
(c)
There have been no changes during the quarter ended September 30, 2014 in the Company’s internal controls over financial
reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Item
9B. Other Information.
Not
applicable
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
David
Koos has served as Chairman, CEO, President, Secretary, and Acting CFO of the BMSN since June 19, 2006.
Education:
DBA
- Finance (December 2003)
Atlantic
International University
Ph.D.
- Sociology (September 2003)
Atlantic
International University
MA - Sociology (June 1983)
University
of California - Riverside, California
Five
Year Employment History:
Position: |
Company
Name: |
Employment
Dates: |
Chairman
, President, Chief Executive Officer, Secretary, Chief Financial Officer, Principal Accounting Officer |
Entest
BioMedical, Inc.
|
June
19, 2009 to the present. |
Chief
Financial Officer, Principal Accounting Officer |
Entest
BioMedical, Inc |
June
19, 2009 to March 31, 2010 |
Acting
Chief Financial Officer, Principal Accounting Officer |
Entest
BioMedical, Inc |
August
8, 2011 to the present |
Chairman,
President, CEO and Acting CFO |
Bio-Matrix
Scientific Group, Inc. |
June
14, 2006 (Chairman) to Present
June
19, 2006 (President, CEO and Acting CFO)
June
19, 2006 (Secretary) to Present |
Chairman
CEO, President, Secretary, and Acting CFO |
Entest
BioMedical, Inc. (a California corporation) |
August
22, 2008 to the Present |
Chairman,
CEO, Secretary & Acting CFO |
Frezer
Inc. |
May
2, 2005 to February 2007 |
Chairman,
CEO & Acting CFO |
BMXP
Holdings, Inc. |
December
6, 2004 to June 2008 |
Managing
Director & President |
Cell
Source Research Inc. |
December
5, 2001 to Present |
Managing
Director & President |
Venture
Bridge Inc. |
November
21, 2001 to Present |
Registered
Representative |
Amerivet
Securities Inc.* |
March
31, 2004 to February 2008 |
David
R. Koos has served as Chairman of the Board of Directors, Chief Executive Officer, Secretary, Treasurer and Acting Chief Financial
Officer of Regen since April 24, 2012 to the present. David R. Koos has served as president of Regen since May 29, 2013 to the
present.
*
Amerivet Securities Inc. has not been active during the period as the Chief Executive Officer was on deployment in Iraq through
the U.S. Army Reserves.
Section
16(a) Beneficial Ownership Compliance.
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more
than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements
of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and
other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are
required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.
Such persons are further required by SEC regulation to furnish us with copies of all Section 16(a) forms (including Forms 3, 4
and 5) that they file. Based solely on our review of the copies of such forms received by us with respect to fiscal year 2013,
or written representations from certain reporting persons, we believe all of our directors and executive officers as well as any
beneficial owner of more than ten percent of any class of equity securities met all applicable filing requirements.
Code
of Ethics
We
have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to our Directors, officers and employees.
The Code is filed as Exhibit A of our Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 filed
with the Commission on August 11, 2006 . A written copy of the Code will be provided upon request at no charge by writing to our
Chief Executive Officer, David Koos, at:
DR. DAVID KOOS
BIO-MATRIX
SCIENTIFIC GROUP, INC.
4700
SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942
Director
Independence
Audit
Committee and Audit Committee Financial Expert
The
Company’s sole Director may not be considered independent as he is also an officer. The Company is not a "listed company"
under Securities and Exchange Commission (“SEC”) rules and is therefore not required to have an audit committee comprised
of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and
regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company’s Board of Directors is
deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as
an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors.
The Board of Directors has determined that its sole member is able to read and understand fundamental financial statements and
has substantial business experience that results in that member's financial sophistication. Accordingly, the Board of Directors
believes that its member has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit
committee would have.
Nominating
and Compensation Committees
The
Company does not have standing nominating or compensation committees, or committees performing similar functions. The board of
directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee
are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the
Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the
functions of a nominating committee. The
Company
is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating
committee.
Shareholder
Communications
There
has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors.
There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the
board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board
of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information
gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company
does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.
Because
management and directors of the Company are the same person, the Board of Directors has determined not to adopt a formal methodology
for communications from shareholders on the belief that any communication would be brought to the board of directors’ attention
by virtue of the co-extensive capacities served by David Koos.
Executive Compensation
|
|
|
|
|
|
|
|
|
|
SUMMARY
COMPENSATION TABLE* |
Name
and Principal Position |
Year |
Salary
($) |
Bonus
($) |
Stock
Awards
($) |
Option
Awards
($) |
Non
Equity
Incentive
Plan
Compensation
($) |
Nonqualified
Deferred
Compensation
Earnings
($) |
All
Other
Compensation
($) |
Total
($) |
David
Koos
Chairman
and CEO |
From
October 1, 2012 to September 30, 2013 |
$290,000 |
|
$10,000 |
|
|
|
|
$300,000 |
David
Koos
Chairman
and CEO |
From
October 1, 2013 to September 30, 2014 |
$300,000 |
|
|
|
|
|
|
$300,000 |
*Does
not include Compensation Accrued but Unpaid. As of September 30, 2014 David R. Koos is owed $425,321 in compensation accrued but
unpaid.
David
Koos is not party to an executed employment agreement. From April 2007 until October 2008 we had agreed to compensate David Koos
$12,000 per month for his services, exclusive of any bonuses or benefits. From October of 2008 to the present, we have agreed
to compensate David Koos $25,000 per month for his services, exclusive of any bonuses or benefits. The majority of this compensation
has been accrued.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
following table sets forth information as of the close of business on December 24,2014 concerning shares of our stock beneficially
owned by (i) each director; (ii) each named executive officer; (iii) by all directors and executive officers as a group; and (iv)
each person known by the Company to own beneficially more than 5% of the outstanding shares of common stock.
Based
on 3,579,910,118 shares issued and outstanding as of December 24 , 2014.
Title
of Class |
Name
and Address of Beneficial Owner |
Amount
and Nature of Beneficial Owner |
Percent
of Class |
Common |
David
R. Koos
C/o
Bio-Matrix Scientific Group, Inc
4700
SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942 |
72,718,693
(a) |
2% |
Common |
All
Officers and Directors
As
a Group(a) |
72,718,693
(a) |
.45% |
(a)
Includes 4,159,085 shares owned by Bombardier Pacific Ventures Inc., which is wholly owned by David Koos and
104,160 shares owned AFN Trust for which David Koos serves as Trustee and 54 shares owned by the BMXP Holdings Shareholder
Business Trust. David R. Koos is the Trustee of BMXP Holdings Shareholder Business Trust. .
The
following table sets forth information as of the close of business on December 24, 2014, concerning shares of our preferred stock
beneficially owned by (i)each director; (ii) each named executive officer; (iii) by all directors and executive officers as a
group; and (iv) each person known by the Company to own beneficially more than 5% of the outstanding shares of preferred stock.
Based
on 2,063,821 shares issued and outstanding as of December 24, 2014
|
|
|
|
Title
of Class |
Name
and Address of Beneficial Owner |
Amount
and Nature of Beneficial Owner |
Percent
of Class |
Preferred |
David
R. Koos (a)(b)
C/o
Bio-Matrix Scientific Group, Inc
4700
SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942 |
524,079 |
25% |
Preferred |
Copeland
Revocable Trust |
166,907 |
8% |
Preferred |
Ronald
Williams |
205,714 |
10% |
Preferred |
All
Officers and Directors
As
a Group(c) |
524,079 |
25% |
(a)
Includes 458,503 Preferred Shares owned by BMXP Holdings Shareholder Business Trust. David R. Koos is
the Trustee of BMXP Holdings Shareholder Business Trust. (b) Includes 62,056 shares owned by Bombardier Pacific Ventures Inc.,
which is wholly owned by David Koos and AFN Trust for which David Koos serves as Trustee .
The
following table sets forth information as of the close of business on December 24,2014 concerning shares of our Series B preferred
stock beneficially owned by (i)each director; (ii) each named executive officer; (iii) by all directors and executive officers
as a group; and (iv) each person known by the Company to own beneficially more than 5% of the outstanding shares of Series B preferred
stock.
Based
on 725,409 shares issued and outstanding as of December 24, 2014
Title
of Class |
Name
and Address of Beneficial Owner |
Amount
and Nature of Beneficial Owner |
Percent
of Class |
Series
B Preferred |
David
R. Koos (a)(b)
C/o
Bio-Matrix Scientific Group, Inc
4700
SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942 |
96,012 |
13% |
Series
B
Preferred |
All
Officers and Directors
As
a Group(c) |
96,012 |
13% |
(a)
Includes 9,171 Preferred Shares owned by BMXP Holdings Shareholder Business Trust. David R. Koos is the Trustee of
BMXP Holdings Shareholder Business Trust. (b) Includes 58,935 shares owned by Bombardier Pacific Ventures Inc., which is wholly
owned by David Koos and 836 shares owned by AFN Trust for which David Koos serves as Trustee
The
following table sets forth information as of the close of business on December 24, 2014 concerning shares of our Series
AA Preferred stock beneficially owned by (i) each director; (ii) each named executive officer; (iii) by all directors and executive
officers as a group; and (iv) each person known by the Company to own beneficially more than 5% of the outstanding shares of Series
AA Preferred stock.
|
|
|
|
Title
of Class |
Name
and Address of Beneficial Owner |
Amount
and Nature of Beneficial Owner |
Percent
of Class |
Series
AA Preferred |
David
R. Koos
C/o
Bio-Matrix Scientific Group, Inc
4700
SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942 |
94,852 |
100% |
Series
AA Preferred |
All
Officers and Directors
As
a Group |
94,852 |
100% |
No
shares of our Non Voting Convertible Preferred stock was issued and outstanding aas of the close of business on December 24,2014
The
following table sets forth information as of the close of business on December 24,2014 concerning shares of our Series
AAA Preferred stock beneficially owned by (i) each director; (ii) each named executive officer; (iii) by all directors and executive
officers as a group; and (iv) each person known by the Company to own beneficially more than 5% of the outstanding shares of Series
AA Preferred stock.
Title
of Class |
Name
and Address of Beneficial Owner |
Amount
and Nature of Beneficial Owner |
Percent
of Class |
Series
AAA Preferred |
David
R. Koos
C/o
Bio-Matrix Scientific Group, Inc
4700
SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942 |
40,000 |
100% |
Series
AAA Preferred |
All
Officers and Directors
As
a Group |
40,000 |
100% |
Item
13. Certain Relationships and Related Transactions, and Director Independence.
Related
Party Transactions
On
June 15, 2009 Entest BioMedical, Inc.(“Entest”) , a corporation under common control with the Company, entered into
an agreement with the Company whereby Entest has agreed to sublease approximately 3,000 square feet of office space from the Company
for a term of 3 years for consideration consisting of monthly rental payments of $4,100 per month. Beginning October 2010 Entest
has been paying rental expenses directly to the owner of the subleased space leaving a balance of $59,500 of rental expenses prepaid
to the Company. Between January 25, 2012 and February 14, 2012 the Company became indebted to Entest in the amount of an additional
$240 for expenses paid on behalf of the Company by Entest. Between October 1, 2012 and September 30, 2012 the Company made payments
to Entest totaling $20,600. As of September 30, 2012 the amount due to Entest was $39,140. Subsequent to September 30, 2012 the
following events:
a)
Payment of $5,000 to Entest by the Company during the quarter ended December 31, 2012 offset by
b)
Payment of $755 of expenses on behalf of the Company by Entest. during the quarter ended December 31, 2012.
Reduced
the obligation to $34,895 as of September 30, 2013. This obligation bore no interest and was due and payable on the demand of
Entest. During the twelve months ended September 30, 2014 the Company made payments to and paid expenses on behalf of Entest totaling
in aggregate $34,895 reducing this obligation to $0.
As
of September 30, 2014 Entest Biomedical Inc. is indebted to Regen in the amount of $10,422. $10,422 lent by Regen to Entest Biomedical,
Inc. . is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
On
October 1, 2014 Regenentered into an agreement to sublease approximately 2,320 square feet of office space from Entest Biomedical,
Inc. Entest Biomedical Inc. is under common control with the Company as the Chairman and CEO of the Company also serves as the
Chairman and CEO of Entest Biomedical, Inc. The sublease is on a month to month basis and rent payable to Entest Biomedical Inc.
by Regen is equal to the rent payable to the lessor by Entest Biomedical Inc and is to be paid in at such time specified in accordance
with the original lease agreement between Entest Biomedical Inc. and the lessor.
$3,241
per month for the period beginning October 1, 2014 and ending November 30, 2014
$3,371
per month for the period beginning December 1, 2014 and ending November 30, 2015
$3,506
per month for the period beginning December 1, 2015 and ending November 30, 2016
All
charges for utilities connected with premises which are to be paid by Entest Biomedical Inc. under the master lease shall be paid
by Regen for the term of this sublease.
As
of September 30, 2013 David Koos, the Company’s Chairman and Chief Executive Officer, is owed $425,321 in compensation accrued
but unpaid .
As
of September 30, 2014 the Company is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the
amount of $189,065. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest
at the rate of 15% per annum.
As
of September 30, 2014 Regen is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount
of $30,168. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the
rate of 15% per annum
During
the year ended September 30, 2014 Regen made payments totaling $18,042 dollars to Batu Biologics for contracted services . Thomas
Ichim, who serves as Regen’s Chief Scientific Officer and Director of Research as well as a Director of the Company, is
the Executive Chairman of and owns approximately 29% of the share capital of Batu Biologics
Director
Independence
Audit
Committee and Audit Committee Financial Expert
The
Company’s sole Director may not be considered independent as he is also an officer. The Company is not a "listed company"
under Securities and Exchange Commission (“SEC”) rules and is therefore not required to have an audit committee comprised
of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and
regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company’s Board of Directors is
deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as
an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors.
The Board of Directors has determined that its sole member is able to read and understand fundamental financial statements and
has substantial business experience that results in that member's financial sophistication. Accordingly, the Board of Directors
believes that its member has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit
committee would have.
Nominating
and Compensation Committees
The
Company does not have standing nominating or compensation committees, or committees performing similar functions. The board of
directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee
are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the
Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the
functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required
to have a compensation committee or a nominating committee.
Shareholder
Communications
There
has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors.
There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the
board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board
of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information
gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company
does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.
Because
management and directors of the Company are the same person, the Board of Directors has determined not to adopt a formal methodology
for communications from shareholders on the belief that any communication would be brought to the board of directors’ attention
by virtue of the co-extensive capacities served by David Koos.
Item
14. Principal Accounting Fees and Services.
The
following sets forth the aggregate fees billed by Seale and Beers, CPAs :
|
|
Period
beginning October 1, 2013 and ending September 30, 2014 |
Audit
Fees |
|
$ |
10,000 |
|
Audit
Related Fees |
|
$ |
9,000 |
|
Tax
Fees |
|
$ |
— |
|
Total
Fees |
|
$ |
19,000 |
|
The
following sets forth the aggregate fees billed by Seale and Beers, CPAs
|
|
Period
beginning October 1, 2012 and ending September 30, 2013 |
Audit
Fees |
|
$ |
22,546 |
|
Audit
Related Fees |
|
$ |
9000 |
|
Tax
Fees |
|
$ |
— |
|
Total
Fees |
|
$ |
31,546 |
|
Audit
Fees: Aggregate fees billed for professional services rendered for the audit of the Company's annual financial statements.
Audit
Related Fees: Aggregate fees billed for professional services rendered for assurance and related services that were reasonably
related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”
above.
All services listed were pre-approved by the Board of Directors, functioning as the Audit Committee
in accordance with Section 2(a) 3 of the Sarbanes-Oxley Act of 2002.
The
Board has considered whether the services described above are compatible with maintaining the independent accountant's independence
and has determined that such services have not adversely affected Seale and Beers, CPA’s independence.
PART
IV
Item
15. Exhibit Index
EXHIBIT
INDEX
|
|
|
Exhibit
Number |
Description |
|
|
|
31.1 |
|
CERTIFICATION
BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT |
32.1 |
|
CERTIFICATION
BY CEO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT |
31.2 |
|
CERTIFICATION
BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT |
32.2 |
|
CERTIFICATION
BY CFO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT |
3(i)(1) |
|
Certificate
of Incorporation (1) |
3(i)(2) |
|
Certificate
of amendment dated August 22, 2006(2) |
3(1)(3) |
|
Certificate
of Designations (Series AA Preferred)(3) |
3(1)(4) |
|
Certificate
of Designations (Series B Preferred)(4) |
3(1)(5) |
|
Certificate
of Amendment dated November 8, 2011 |
3(ii)(1) |
|
Bylaws(5) |
3(ii)(2) |
|
Amended
Bylaws dated July 3, 2008(6) |
3(ii)(3) |
|
AMENDED
AND RESTATED BY-LAWS OF BIO-MATRIX SCIENTIFIC GROUP, INC(7) |
10.1 |
|
Agreement
by and between David R. Koos and Bio-Matrix Scientific Group, Inc.(8) |
10.2 |
|
Agreement
for Purchase of Freedom Environmental Shares by and between Bombardier Pacific Ventures Inc, and Bio-Matrix Scientific
Group, Inc, (9) |
10.3 |
|
Modified
Promissory Note by and Between Bio-Matrix Scientific Group, Inc. and Bombardier Pacific Ventures Inc. dated December 21, 2008.(10) |
10.4 |
|
Agreement
by and between Bio-Matrix Scientific Group, Inc. and Dr. Brian Koos(11) |
10.5 |
|
Agreement
by and between Bio-Matrix Scientific Group, Inc., TherInject LLC and Dr. Stephen Josephs(12) |
10.6 |
|
Stock
purchase Agreement between JB Clothing and Bio Matrix Scientific Group, Inc.(13) |
10.7 |
|
Agreement
by and Between Hazard Commercial Complex LLC and the Company(14) |
10.8 |
|
Asset
Purchase Agreement between Entest CA and Pet Pointers (16) |
10.9 |
|
Exhibit
A to Asset Purchase Agreement (17) |
10.10 |
|
Exhibit
B to Asset Purchase Agreement (18) |
10.11 |
|
Employment
Agreement Gregory McDonald (19) |
14.1 |
|
Code
of Ethics(15) |
10.12 |
|
Convertible
Note dated 12/15/2011 (20) |
10.13 |
|
Convertible
Note dated 2/28/2012 (21) |
10.14 |
|
Equity
Purchase Agreement by and between the Company and Southridge Partners (22) |
10.15 |
|
Employment
Agreement J. Christopher Mizer (23) |
10.16 |
|
Option
Agreement Oregon Health & Science University (24) |
10.17 |
|
Employment
Agreement Thomas Ichim (25) |
3(1)(6) |
|
Text
of Amendment to Certificate of Incorporation effective August 13, 2012. |
10.17 |
|
Convertible
Note dated 6/25/2012 (26) |
3(1)(7) |
|
Text
of Amendment to Certificate of Incorporation effective November 27, 2012 |
10.18 |
|
Convertible
Promissory Note dated August 20, 2012 (27) |
10.19 |
|
Warrant
Agreement dated August 20, 2012 (28) |
10.20 |
|
Settlement
Agreement and Mutual Release (29) |
3(1)(6) |
|
Certificate
of Designation Series AAA Preferred Stock (30) |
10.21 |
|
Worldwide
Property Assignment Agreement (31) |
10.22 |
|
License
Agreement (32) |
10.23 |
|
Benitec
License (33) |
10.24 |
|
Termination
letter Oregon health and Science University (34) |
99.1 |
|
Letter
from BAUMGARTNER PATENT LAW (35) |
10.25 |
|
Agreement
with Caven Investments LLC (36) |
10.26 |
|
Independent
Contractor Agreement between Dr. Eei Ping Min and Regen (37) |
10.27 |
|
Letter
Agreement by and between Wei Ping Min and Bio-Matrix Scientific Group Inc dated May 18, 2012 ( incorporated by Reference to
Exhibit 10.27 of the Company’s Form 10-k for the Year ended September 30, 2013) |
10.28 |
|
Letter
Agreement by and between James White and Bio-Matrix Scientific Group Inc dated May 16, 2012( incorporated by Reference to
Exhibit 10.28 of the Company’s Form 10-k for the Year ended September 30, 2013) |
10.29 |
|
Letter
Agreement by and between David Suhy and Regen dated September 11 2013( incorporated by Reference to Exhibit 10.29 of the Company’s
Form 10-k for the Year ended September 30, 2013) |
10.30 |
|
Stock
Purchase Agreement dated June 24, 2014 ( incorporated by reference to Exhibit 10.1 of the company’s form 8-K dated November
7, 2014) |
10.31 |
|
Assignment
12/17/2014 |
10.32 |
|
Assignment
12/16/2014 |
10.33 |
|
Assignment
11/20/2014 |
10.34 |
|
Consulting
Agreement Dr. Christine Ichim |
10.35 |
|
Sublease |
|
|
|
|
* |
|
(1) |
Incorporated
by reference to Form 10SB dated January 2, 2001 |
(2) |
Incorporated
by reference to Form SB-2 dated July31, 2007 |
(3) |
Incorporated
by reference to Exhibit 3(i) of Form 8-K dated July 3, 2008 |
(4) |
Incorporated
by reference to Exhibit 3(i) of Form 8-K dated August 28, 2009 |
(5) |
Bylaws
incorporated by reference to Form 10-SB filed on January 2, 2001 |
(6) |
Amended
Bylaws dated July 3, 2008 incorporated by reference to Exhibit 3(ii) of Form 8-K dated July 3, 2008 |
(7) |
Incorporated
by reference to Exhibit 3(ii) of Form 8-K dated August 28, 2009 |
(8) |
Agreement
by and between David R. Koos and Bio-Matrix Scientific Group, Inc. incorporated by reference to Exhibit 10 of Form 8-K dated
July 3, 2008 |
(9) |
Agreement
for Purchase of Freedom Environmental Shares by and between Bombardier Pacific Ventures Inc, and Bio-Matrix Scientific
Group, Inc, incorporated by reference to Exhibit 10(1) of Form 8-K dated September 29, 2008 |
(10) |
Modified
Promissory Note by and Between Bio-Matrix Scientific Group, Inc. and Bombardier Pacific Ventures Inc. dated December 21, 2008
, incorporated by reference to Exhibit 10(1) of Form 8-K dated December 21, 2008. |
(11) |
Agreement
by and between Bio-Matrix Scientific Group, Inc. and Dr. Brian Koos incorporated by reference to Exhibit 3(i) of Form 8-K
dated April 28, 2009 |
(12) |
Agreement
by and between Bio-Matrix Scientific Group, Inc., TherInject LLC and Dr. Stephen Josephs incorporated by reference to Exhibit
10.1 of form 8-K dated August 24,2009 |
(13) |
Stock
purchase Agreement between JB Clothing and Bio Matrix Scientific Group, Inc. incorporated by reference to Exhibit 10.1 of
Form 8-K dated June 22, 2009 |
(14) |
Agreement
by and Between Hazard Commercial Complex LLC and the Company incorporated by reference to Exhibit 10.1 of Form 8-K dated April
19, 2010 |
(15) |
Code
of Ethics Incorporated by reference to Exhibit A of Form Pre 14C filed July 25, 2006 |
(16) |
incorporated
by reference to Exhibit 10.1 of Form 8-K dated January 6, 2011 |
(17) |
incorporated
by reference to Exhibit 10.2 of Form 8-K dated January 6, 2011 |
(18) |
incorporated
by reference to Exhibit 10.3 of Form 8-K dated January 6, 2011 |
(19) |
incorporated
by reference to Exhibit 10.4 of Form 8-K dated January 6, 2011 |
(20) |
incorporated
by reference to Exhibit 10.1 of Form 10-Q dated February 6, 2012 |
(21) |
incorporated
by reference to Exhibit 10.1 of Form 10-Q dated April 23, 2012 |
(22) |
incorporated
by reference to Exhibit 10.1 of Form 8-K dated May 7, 2012 |
(23) |
incorporated
by reference to Exhibit 10.3 of Form 8-K dated May 7, 2012 |
(24) |
incorporated
by reference to Exhibit 10.1 of Form 8-K dated June 6, 2012 |
(25) |
incorporated
by reference to Exhibit 10.1 of Form 8-K dated June 25, 2012 |
(26) |
incorporated
by reference to Exhibit 10.1 of Form 10-Q dated August 14, 2012 |
(27) |
incorporated
by reference to Exhibit 10.1 of Form 8-K dated A ugust 22, 2012 |
(28) |
incorporated
by reference to Exhibit 10.2 of Form 8-K dated August 22, 2012 |
(29) |
incorporated
by reference to Exhibit 10.1 of Form 10-Q filed march 12, 2013 |
(30) |
incorporated
by reference to Exhibit 3(1) of form 8-K dated April 30, 2013 |
(31) |
incorporated
by reference to Exhibit 10.1 of form 8-K dated June 11, 2013 |
(32) |
incorporated
by reference to Exhibit 10.2 of form 8-K dated June 11, 2013 |
(33) |
incorporated
by reference to Exhibit 10.1 of form 8-K dated August 5, 2013 |
(34) |
incorporated
by reference to Exhibit 10.1 of form 8-K dated August 9, 2013 |
(35) |
incorporated
by reference to Exhibit 99.1 of form 8-K dated August 9, 2013 |
(36) |
incorporated
by reference to Exhibit 10.1 of form 8-K dated September 3, 2013 |
(37) |
incorporated
by reference to Exhibit 10.1 of form 8-K dated September 23, 2013 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
Bio-Matrix
Scientific Group, Inc. |
|
|
|
|
|
|
By: |
/s/
David R. Koos |
|
|
|
Name:
David R. Koos |
|
|
|
Title:
President, Chairman, Chief Executive Officer |
|
|
|
Date:
December 24, 2014 |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on December 24, 2014.
|
|
|
Bio-Matrix
Scientific Group, Inc. |
|
|
|
|
|
|
By: |
/s/
David R. Koos |
|
|
|
Name:
David R. Koos |
|
|
|
Title:
President, Chairman, Chief Executive Officer, Acting Chief Financial Officer |
|
|
|
Date:
December 24, 2014 |
Exhibit 10.31
ASSIGNMENT OF INVENTION AND
PATENT APPLICATION
Whereas I, Christine Ichim,
a citizen of the Canada residing in Spring Valley, CA herein referred to as ASSIGNOR, have invented new and useful innovations
described in “TREATMENT OF MYELODYSPLASTIC SYNDROME BY INHIBITION OF NR2F6”, the specification of which was filed on
December 16, 2014 as U.S. Non-Provisional Patent Application No 14/572,574, herein referred to as the Invention
And Whereas, Regen BioPharma,
Inc., with its principal place of business at 4700 Spring St., Suite 304, La Mesa, CA 91942 herein referred to as ASSIGNEE, desires
to acquire the entire right, title, and interest in and to the said Invention,
Now therefore, for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ASSIGNOR hereby acknowledges that they have
sold, assigned, transferred, and set over, and by these presents do hereby sell, assign, and transfer, and set over unto ASSIGNEE
and its successors and assigns, 100% of the following:
(A) ASSIGNOR’S right,
title and interest in and to the Invention entitled in“TREATMENT OF MYELODYSPLASTIC SYNDROME BY INHIBITION OF NR2F6”,
US Non- Provisional Patent Application No. 14/572,574 filed December 15, 2014,
(B) any patent or reissues that
claim priority to U.S. Non-Provisional Application No 14/572,574; and
(C) any continuations, continuations-in-part,
substitutes, or divisionals that claim priority to US Non-Provisional Application No. 14/572,574.
ASSIGNOR authorizes and requests
the Commissioner for Patents to issue any resulting patent(s) as follows: 0% to ASSIGNOR and 100% to ASSIGNEE.
ASSIGNOR hereby further sells,
assigns, transfers and sets over unto ASSIGNEE, 100% of ASSIGNOR’S entire right, title, and interest in and to said invention
in the United States and every country foreign to the United States. ASSIGNOR agrees to execute all papers, give any required testimony,
and perform other lawful acts, at ASSIGNEE’S expense, as ASSIGNEE may require to enable ASSIGNEE to perfect ASSIGNEE’S
interest in any resulting patent of the United States and countries foreign thereto, and to acquire, hold, enforce, convey, and
uphold the validity of said patent and reissues and extensions thereof, and ASSIGNEE’S interest therein.
In testimony whereof ASSIGNOR
intending to be legally bound hereunto affix his signature.
ASSIGNOR
/s/ Christine Ichim |
December 17, 2014 |
(Christine Ichim) |
(Date) |
Exhibit 10.32
ASSIGNMENT OF INVENTION AND
PATENT APPLICATION
Whereas I, Christine Ichim,
a citizen of the Canada residing in Spring Valley, CA herein referred to as ASSIGNOR, have invented new and useful innovations
described in METHODS AND COMPOSITIONS FOR THE TREATMENT OF CANCER BY INHIBITION OF NR2F6, the specification of which was filed
on December 15, 2014 as U.S. Non-Provisional Patent Application No 14/571,262, herein referred to as the Invention
And Whereas, Regen BioPharma,
Inc., with its principal place of business at 4700 Spring St., Suite 304, La Mesa, CA 91942 herein referred to as ASSIGNEE, desires
to acquire the entire right, title, and interest in and to the said Invention,
Now therefore, for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ASSIGNOR hereby acknowledges that they have
sold, assigned, transferred, and set over, and by these presents do hereby sell, assign, and transfer, and set over unto ASSIGNEE
and its successors and assigns, 100% of the following:
(A) ASSIGNOR’S right,
title and interest in and to the Invention entitled in METHODS AND COMPOSITIONS FOR THE TREATMENT OF CANCER BY INHIBITION OF NR2F6,
US Non- Provisional Patent Application No. 14/571,262 filed December 15, 2014,
(B) any patent or reissues that
claim priority to U.S. Non-Provisional Application No 14/571,262; and
(C) any continuations, continuations-in-part,
substitutes, or divisionals that claim priority to US Non-Provisional Application No. 14/571,262.
ASSIGNOR authorizes and requests
the Commissioner for Patents to issue any resulting patent(s) as follows: 0% to ASSIGNOR and 100% to ASSIGNEE.
ASSIGNOR hereby further sells,
assigns, transfers and sets over unto ASSIGNEE, 100% of ASSIGNOR’S entire right, title, and interest in and to said invention
in the United States and every country foreign to the United States. ASSIGNOR agrees to execute all papers, give any required testimony,
and perform other lawful acts, at ASSIGNEE’S expense, as ASSIGNEE may require to enable ASSIGNEE to perfect ASSIGNEE’S
interest in any resulting patent of the United States and countries foreign thereto, and to acquire, hold, enforce, convey, and
uphold the validity of said patent and reissues and extensions thereof, and ASSIGNEE’S interest therein.
In testimony whereof ASSIGNOR
intending to be legally bound hereunto affix his signature.
ASSIGNOR
/s/ Christine Ichim |
December 16, 2014 |
(Christine Ichim) |
(Date) |
Exhibit 10.33
ASSIGNMENT OF INVENTION AND
PATENT APPLICATION
PARTIES
Whereas, I, Christine Ichim
(“ASSIGNOR”), a natural person and residing at 12685 Campo Road, Spring Valley CA 91978 desire to assign any and all
ownership interest in the inventions described in U.S. Patent Application Serial No. 13/652,395, filed on October 15th, 2012, “Modulation
of NR2F6 and methods and uses thereof” known as the “Invention”.
Whereas, Regen Biopharma, Inc.
(“ASSIGNEE”), a Nevada corporation whose address is 4700 Spring Street, St 304, La Mesa, California 91942 desires to
acquire the entire right, title, and interest in and to the Invention.
REPRESENTATION
OF ASSIGNOR
ASSIGNOR represents that she
currently holds sole right, title, and interest in United States Patent Application 13/652,395.
ASSIGNMENT
Now therefore, for the Consideration
listed below, ASSIGNOR hereby acknowledges that they have sold, assigned, transferred, and set over, and by these presents do hereby
sell, assign, and transfer, and set over unto ASSIGNEE and its successors and assigns, the entire 100% of the following:
(A) any of ASSIGNOR’S
right, title and interest in and to the Invention described in Patent Application Serial No. 13/652,395;
(B) any patent or reissues of
any patent that may be granted thereon;
(C) ASSIGNOR authorizes and
requests the Commissioner for Patents to issue any resulting patent(s) as follows: 0% to ASSIGNOR and 100% to ASSIGNEE; and
(D) any applications which are
non-provisionals, continuations, continuations-in-part, substitutes, or divisions of Patent Application Serial No. 13/652,395.
CONSIDERATION
As Consideration, ASSIGNOR shall
be issued One Hundred Thousand Common Shares of the ASSIGNEE for the rights to Application Serial No. 13/652,395,
ASSIGNOR DUTIES AND RIGHTS
ASSIGNOR hereby further sells,
assigns, transfers and sets over unto ASSIGNEE, 100% of ASSIGNOR’S entire right, title, and interest in and to said Invention
in each and every country foreign to the United States; and ASSIGNOR further conveys to ASSIGNEE the above percentage of all priority
rights resulting from the above-identified application for United States patent.
ASSIGNOR agrees to execute all
papers, give any required testimony, and perform other lawful acts as ASSIGNEE may require to enable ASSIGNEE to perfect ASSIGNEE’S
interest in any resulting patent of the United States and countries foreign thereto, and to acquire, hold, enforce, convey, and
uphold the validity of said patent and reissues and extensions thereof, and ASSIGNEE’S interest therein.
ASSIGNOR further agrees to cooperate
with ASSIGNEE in the preparation, drafting, filing, and prosecution of all applications for patent, provisional and nonprovisional,
and foreign counterparts. If ASSIGNEE does not wish to file a particular patent application that claims priority back to Patent
Application Serial No. 13/652,395, they agree to assign the rights back to ASSIGNOR who can pursue a patent application at her
own expense.
ASSIGNOR further agrees to amend
or, if in the determination of the ASSIGNEE an amendment is not feasible, prepare a continuation of Patent Application Serial No.
13/652,395 encompassing the Invention which shall include SiRNA which shall be assigned to ASSIGNEE
SPECIFIC PERFORMANCE
Any breach of this Agreement
may result in irreparable damage to ASSIGNEE for which ASSIGNEE will not have an adequate remedy at law. Accordingly, in addition
to any other remedies and damages available, ASSIGNOR acknowledges and agrees that ASSIGNEE may immediately seek enforcement of
this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security.
EXECUTION
This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same Agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile signature page were an original thereof.
ENTIRE AGREEMENT
This Agreement constitutes a
final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete
and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations
between the parties.
SEVERABILITY
If any provision of this Agreement
is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of
this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable
provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this
Agreement
GOVERNING LAW, VENUE, WAIVER
OF JURY TRIAL
All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of
any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party
shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.
In testimony
whereof ASSIGNOR and ASSIGNEE intending to be legally bound hereunto affixes their signatures below.
ASSIGNOR
|
|
/s/ Christine Ichim |
11/20/2014 |
Christine Ichim |
(Date) |
ASSIGNEE
|
|
/s/ David Koos |
11/20/2014 |
David Koos |
(Date) |
Chairman & CEO |
|
Regen BioPharma, Inc. |
|
Exhibit 10.34
Consulting
Agreement
Agreement by and between Christine
Ichim (“Consultant”) , a natural person whose address is at 12685 Campo Road, Spring Valley CA 91978 and Regen Biopharma,
Inc. (“Company”) , a Nevada corporation whose address is 4700 Spring Street, St 304, La Mesa, California 91942.
It is agreed as follows:
1. INVENTIONS
Consultant agrees that she has been specifically
hired by the Company to invent the following:
|
a) |
Cord Blood Small Molecule (“CBSM invention”) |
|
b) |
Cancer Small Molecule Ligand Binding (“CSMLB Invention”) |
|
c) |
Cancer Small Molecule Alpha helix Inhibitor (“CSMAI Invention”) |
|
d) |
Cancer Small Molecule using 170 Compound List (“CSM170 Invention”) |
2. PATENT APPLICATIONS
Consultant agrees to file with
the United States Patent and Trademark Office provisional applications for patent and subsequent applications for patent for all
of the CBSM invention, the CSMLB Invention, the CSMAI Invention and the CSM170 Invention
3. ASSIGNMENT
Consultant assigns to the Company 100% of her right,
title, and interest in
and patent applications filed
for the above (as well as such rights in any divisions, continuations in whole or part or substitute applications) to Company .
Consultant authorizes the United
States Patent and Trademark Office and the equivalent authority of any nation to issue any Patents resulting from applications
for patent for any of the inventions which are the subject of this Agreement to the Company. The right, title and interest is to
be held and enjoyed by the Company and the Company's successors and assigns as fully and exclusively as it would have been held
and enjoyed by Consultant had this assignment not been made..
Consultant further agrees to:
(a) cooperate with Company in the prosecution of all applications for patent, provisional and nonprovisional, and foreign counterparts;
(b) execute, verify, acknowledge and deliver all such further papers, including patent applications and instruments of transfer;
and (c) perform such other acts as Company lawfully may request to obtain or maintain the Patent for the inventions in any and
all countries.
4. CONSIDERATION
|
v) |
As consideration for the invention, patent prosecution and assignment of all right, title and interest to CBSM invention Consultant shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CBSM Invention |
|
vi) |
As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMLB invention Consultant shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSMLB Invention |
|
vii) |
As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMAI invention Consultant shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSMAI Invention |
|
viii) |
As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSM170 invention Consultant shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSM170 Invention |
|
v.) |
Consultant shall be entitled to royalties during the term of any patent granted for the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention of 5% of Net Sales made by the Company of the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention. Net Sales" means the monetary consideration actually received by Company for the transfer of the invention less any of the following items |
(a) outbound shipping, storage, packing and
insurance expenses;
(b) distributor discounts;
(c) allowance for doubtful accounts or uncollectible
accounts receivable;
(d) amounts repaid or credited as a result
of rejections, defects, or returns
(e) sales and other excise taxes (excluding
VAT), tariffs, export license fees and duties paid to a governmental entity
(f) sales commissions.
5. RESTRICTED
SECURITIES ACKNOWLEDGEMENT
Consultant acknowledges
that any securities issued pursuant to this Agreement shall not be registered pursuant to the Securities Act of 1933 shall constitute
“restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act of 1933, and shall
contain the following restrictive legend:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
6.
SPECIFIC PERFORMANCE
Any breach of this Agreement
may result in irreparable damage to Company for which Company will not have an adequate remedy at law. Accordingly, in addition
to any other remedies and damages available, Consultant acknowledges and agrees that Company may immediately seek enforcement of
this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security.
7. EXECUTION
This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same Agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile signature page were an original thereof.
8. ENTIRE AGREEMENT
This Agreement constitutes a
final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete
and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations
between the parties.
9. SEVERABILITY
If any provision of this Agreement
is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of
this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable
provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this
Agreement.
10. GOVERNING LAW, VENUE,
WAIVER OF JURY TRIAL
All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of
any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party
shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.
Company
By: |
/s/ David
R. Koos |
|
David
R. Koos |
|
Chairman
& CEO |
|
Regen
Biopharma, Inc. |
Consultant
By: |
/s/ Christine Ichim |
|
Christine
Ichim, PhD |
Exhibit 10.35
SUBLEASE AGREEMENT
This is an agreement to sublet office
space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 according to the terms specified below.
The sublessor agrees to sublet and
the subtenant agrees to take the premises described below. Both parties agree to keep, perform and fulfill the promises, conditions
and agreements below:
1. The sublessor is: Entest Biomedical,
Inc.
2. The subtenant is: Regen Biopharma,
Inc.
3. The term of this sublease is month
to month beginning October 1, 2014.
4. The rent payable to the sublessor
by the subtenant is equal to the rent payable to the lessor by the sublessor and is to be paid in at such time specified in accordance
with the original lease agreement between the sublessor and the lessor.
5. All charges for utilities connected
with premises which are to be paid by the sublessor under the master lease shall be paid by the subtenant for the term of this
sublease.
6. Subtenant agrees to surrender and
deliver to the sublessor the premises and all furniture and decorations within the premises in as good a condition as they were
at the beginning of the term, reasonable wear and tear excepted. The subtenant will be liable to the sublessor for any damages
occurring to the premises or the contents thereof or to the building which are done by the subtenant.
7. In the event of any legal action
concerning this sublease, the losing party shall pay to the prevailing party reasonable attorney’s fees and court costs to
be fixed by the court wherein such judgment shall be entered.
The parties hereby bind themselves
to this agreement by their signatures affixed below on this First Day of October , 2014.
Entest Biomedical, Inc. |
Regen Biopharma Inc. |
By:/s/David Koos |
By:/s/ David Koos |
President |
President |
Exhibit 31.1
I, David R. Koos, certify that:
1. I have reviewed this annual
report on Form 10-K for the year ended September 30, 2014 of Bio-Matrix Scientific Group, Inc.;
2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness
of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any
change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant’s other
certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent
functions):
a. All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud,
whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Dated:
December 24, 2014 |
|
By: |
/s/ David
R. Koos |
|
|
|
David
R. Koos |
|
|
|
Chief
Executive Officer |
|
|
|
|
Exhibit 31.2
I, David R. Koos, certify that:
1. I have reviewed this annual
report on Form 10-K for the year ended September 30, 2014 of Bio-Matrix Scientific Group, Inc.;
2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness
of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any
change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant’s other
certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent
functions):
a. All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud,
whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Dated:
December 24, 2014 |
|
By: |
/s/ David
R. Koos |
|
|
|
David
R. Koos |
|
|
|
Acting
Chief Financial Officer |
|
|
|
(Principal
Financial Officer) |
Exhibit 32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of Bio-Matrix Scientific Group Inc. on Form 10-K for the year ended September 30, 2014, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"), I, David R. Koos, Chief Executive Officer
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the
best of my knowledge and belief:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
|
Bio-Matrix
Scientific Group, Inc. |
|
|
Date:
December 24, 2013 |
By: |
/s/
David R. Koos |
|
|
David
R. Koos
Chief Executive Officer |
Exhibit 32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of Bio-Matrix Scientific Group, Inc. on Form 10-K for the year ended September 30, 2014, as
filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David R. Koos, Acting Chief
Financial Officer (Principal Accounting Officer) certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
|
Bio-Matrix
Scientific Group, Inc. |
|
|
Date:
December 24, 2014 |
By: |
/s/
David R. Koos |
|
|
David
R. Koos
Acting
Chief Financial Officer
(Principal
Accounting Officer) |